Woodline Partners LP reports warrants convertible into 9,000,000 shares of Tenaya Therapeutics common stock. The filing states the reported warrants are exercisable into 9,000,000 shares and that, on a fully exercisable basis (but subject to contractual limits), those shares correspond to 4.99% of Tenaya's outstanding common stock based on 162,666,931 shares outstanding as of May 1, 2025. The reported voting and dispositive power numbers reflect the shares issuable upon exercise of the warrants.
The filing explains a contractual 4.99% exercise "Blocker" prevents exercise to the extent doing so would result in beneficial ownership above 4.99%, and the filer disclaims that this statement alone proves beneficial ownership for purposes of the Act.
Positive
Clear disclosure of the number of warrants and the number of shares issuable upon exercise (9,000,000 shares)
Specific percentage basis provided: ownership percentage calculated on 162,666,931 shares outstanding as of May 1, 2025
Exercise limitation disclosed (the 4.99% Blocker) that defines how much may be exercised
Negative
Reporting shows contingent exposure rather than currently held common stock, as shares are issuable upon exercise of warrants
Warrants cannot be fully exercised due to the contractual 4.99% Blocker, limiting immediate conversion to common shares
Insights
TL;DR: Woodline holds warrants for 9,000,000 Tenaya shares, reported as 4.99% of the class, but exercise is constrained by a 4.99% blocker.
The filing discloses warrants convertible into 9,000,000 shares and reports sole voting and dispositive power over those issuable shares. The percentage is calculated using 162,666,931 shares outstanding as of May 1, 2025, and applies the contractual 4.99% Blocker to the reported ownership percentage. For investors this is a clear ownership disclosure of contingent equity exposure rather than currently outstanding common stock.
TL;DR: Disclosure is compliant and specific: the filer identifies the nature of the instruments, ownership amounts, and the exercise limitation.
The Schedule 13G/A clearly identifies Woodline Partners LP as the reporting person and describes the holdings as warrants exercisable into common stock, with 9,000,000 shares shown and a 4.99% exercise restriction. The filing also includes the standard disclaimer that the filing should not be construed as an admission of beneficial ownership under the Act, preserving the filer’s stated legal position.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Tenaya Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
87990A106
(CUSIP Number)
06/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
87990A106
1
Names of Reporting Persons
Woodline Partners LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
9,000,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
9,000,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,000,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.99 %
12
Type of Reporting Person (See Instructions)
IA, PN
Comment for Type of Reporting Person: The shares of Common Stock (as defined in Item 2(a)) reported herein are issuable upon exercise of warrants. As more fully described in Item 4, the reported warrants are subject to the 4.99% Blocker (as defined in Item 4) and the percentage set forth on row (11) gives effect to the 4.99% Blocker. However, rows (5), (7) and (9) show the number of shares of Common Stock that would be issuable upon the full exercise of the reported warrants and does not give effect to the 4.99% Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to the 4.99% Blocker, is less than the number of securities reported on rows (5), (7) and (9).
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Tenaya Therapeutics, Inc.
(b)
Address of issuer's principal executive offices:
171 Oyster Point Blvd, Suite 500, South San Francisco, CA, 94080.
Item 2.
(a)
Name of person filing:
This statement is filed by Woodline Partners LP ("Woodline Partners" or the "Reporting Person"), a Delaware limited partnership, and the investment adviser to Woodline Master Fund LP (the "Woodline Fund"), with respect to the shares of common stock, par value $0.0001 per share ("Common Stock") of Tenaya Therapeutics, Inc. (the "Company") issuable upon the exercise of warrants directly held by the Woodline Fund.
The filing of this statement should not be construed as an admission that the foregoing persons or the Reporting Person is, for the purposes of the Act, the beneficial owner of the securities reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of Woodline Partners is 4 Embarcadero Center, Suite 3450, San Francisco, CA 94111.
(c)
Citizenship:
Woodline Partners is a Delaware limited partnership.
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(e)
CUSIP No.:
87990A106
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for the Reporting Person and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 162,666,931 shares of Common Stock outstanding as of May 1, 2025, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed with the Securities and Exchange Commission on May 7, 2025, and assumes the exercise of warrants (the "Reported Warrants") held by the Woodline Fund, subject to the 4.99% Blocker (as defined below).
Pursuant to the terms of the Reported Warrants, the Reporting Person cannot exercise such warrants to the extent the Reporting Person would beneficially own, after such exercise, more than 4.99% of the outstanding shares of Common Stock (the "4.99% Blocker") and the percentage set forth in Row (11) of the cover page for the Reporting Person gives effect to the 4.99% Blocker. Consequently, at this time, the Reporting Person is not able to exercise all of such Reported Warrants due to the 4.99% Blocker.
(b)
Percent of class:
4.99%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for the Reporting Person and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for the Reporting Person and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for the Reporting Person and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for the Reporting Person and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a).
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Woodline Partners LP
Signature:
/s/ Erin Mullen
Name/Title:
Erin Mullen, General Counsel & Chief Compliance Officer
How many Tenaya (TNYA) shares does Woodline Partners report exposure to?
The filing reports warrants exercisable into 9,000,000 shares of Tenaya common stock.
What percentage of Tenaya does the 9,000,000 shares represent?
The filing states this corresponds to 4.99% of the class, calculated using 162,666,931 shares outstanding as of May 1, 2025.
Are the reported shares currently outstanding or only issuable upon exercise?
The reported shares are issuable upon exercise of warrants, not presently outstanding common stock.
Does Woodline Partners have voting or dispositive power over the reported shares?
The cover page reports sole voting power of 9,000,000 and sole dispositive power of 9,000,000 for the shares issuable upon exercise.
What is the 4.99% Blocker referenced in the filing?
The filing explains the Reported Warrants cannot be exercised to the extent such exercise would result in beneficial ownership above 4.99%; the reported percentage gives effect to that contractual limitation.
