Faraz Ali - 06 Feb 2025 Form 4 Insider Report for Tenaya Therapeutics, Inc. (TNYA)

Signature
/s/ Jennifer Drimmer Rokovich, Attorney in Fact
Issuer symbol
TNYA
Transactions as of
06 Feb 2025
Net transactions value
$0
Form type
4
Filing time
07 Feb 2025, 20:29:29 UTC
Previous filing
16 Aug 2024
Next filing
10 Mar 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TNYA Common Stock Award $0 +107,500 +57% $0.000000 295,831 06 Feb 2025 Direct F1, F2, F3
transaction TNYA Common Stock Award $0 +34,424 +12% $0.000000 330,255 06 Feb 2025 Direct F1, F4, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction TNYA Stock Option (Right to buy) Award $0 +650,000 $0.000000 650,000 06 Feb 2025 Common Stock 650,000 $1.00 Direct F6
transaction TNYA Stock Option (Right to Buy) Disposed to Issuer -353,271 -100% 0 06 Feb 2025 Common Stock 353,271 $5.64 Direct F7, F8, F9
transaction TNYA Stock Option (Right to Buy) Award +353,271 353,271 06 Feb 2025 Common Stock 353,271 $1.21 Direct F7, F8, F9
transaction TNYA Stock Option (Right to Buy) Disposed to Issuer -161,214 -100% 0 06 Feb 2025 Common Stock 161,214 $9.36 Direct F8, F9, F10
transaction TNYA Stock Option (Right to Buy) Award +161,214 161,214 06 Feb 2025 Common Stock 161,214 $1.21 Direct F8, F9, F10
transaction TNYA Stock Option (Right to Buy) Disposed to Issuer -401,390 -100% 0 06 Feb 2025 Common Stock 401,390 $15.19 Direct F8, F9, F11
transaction TNYA Stock Option (Right to Buy) Award +401,390 401,390 06 Feb 2025 Common Stock 401,390 $1.21 Direct F8, F9, F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents shares of Tenaya Therapeutics, Inc. common stock that will be issued to the Reporting Person upon vesting of restricted stock units. Each restricted stock unit is the economic equivalent of one share of Tenaya Therapeutics, Inc. common stock.
F2 The restricted stock units were granted to the Reporting Person on the Transaction Date pursuant to the Tenaya Therapeutics, Inc. 2021 Equity Incentive Plan. The restricted stock units will vest as to 1/8th of the total number of shares subject to the restricted stock unit award on August 15, 2025, and 1/8th of the total number of shares subject to the restricted stock unit award every six months thereafter until fully vested.
F3 Includes 260,000 shares of Tenaya Therapeutics, Inc. common stock that will be issued to the Reporting Person upon vesting of restricted stock units.
F4 The restricted stock units were granted to the Reporting Person on the Transaction Date pursuant to the Tenaya Therapeutics, Inc. 2021 Equity Incentive Plan. The restricted stock units will vest as to 1/4th of the total number of shares subject to the restricted stock unit award on May 15, 2025, and 1/4th of the total number of shares subject to the restricted stock unit award every six months thereafter until fully vested.
F5 Includes 294,424 shares of Tenaya Therapeutics, Inc. common stock that will be issued to the Reporting Person upon vesting of restricted stock units.
F6 Option granted pursuant to the Tenaya Therapeutics, Inc. 2021 Equity Incentive Plan. Option will vest as to 1/48th of the total number of shares subject to the option on the one month anniversary of the Transaction Date and 1/48th of the total number of shares subject to the option on each monthly anniversary thereafter until fully vested.
F7 The shares underlying the option are fully vested and exercisable.
F8 The transactions reported herein reflect a one-time stock option repricing (the "Option Repricing") effective on February 6, 2025 (the "Effective Date"). The Option Repricing applies to nonstatutory options with exercise prices greater than $5.25 per share held by Reporting Person as of the Effective Date.
F9 Pursuant to the Option Repricing, the exercise price of the repriced options, including the reported option, has been amended to reduce the exercise price to $1.21 per share. However, if the Reporting Person exercises a repriced option before the end of a "Retention Period" that begins on the Effective Date of the Option Repricing and ends on the earliest to occur of the following: (i) July 24, 2025 or (ii) a Change in Control, as defined in the Issuer's 2021 Equity Incentive Plan, then the Reporting Person will be required to pay a premium exercise price that is equal to the original exercise price per share of such option. There was no change to the vesting schedules, expiration dates or number of shares underlying the repriced options.
F10 1/48th of the shares underying the option vested on July 17, 2021, and the remaining shares vest in 48 equal monthly installments thereafter.
F11 1/48th of the shares underying the option vested on March 15, 2022, and the remaining shares vest in 48 equal monthly installments thereafter.