SEC FORM
3
SEC Form 3
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
|
| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
1. Name and Address of Reporting Person*
| 600 CALIFORNIA STREET, 17TH FLOOR |
|
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year)
10/21/2022
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3. Issuer Name and Ticker or Trading Symbol
Taysha Gene Therapies, Inc.
[ TSHA ]
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
Director |
X |
10% Owner |
|
Officer (give title below) |
|
Other (specify below) |
|
|
5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
|
Form filed by One Reporting Person |
| X |
Form filed by More than One Reporting Person |
|
| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
|
2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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4. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Common Stock |
7,266,342 |
D
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
|
|---|
| 1. Title of Derivative Security (Instr.
4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
|
4. Conversion or Exercise Price of Derivative Security
|
5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
|
6. Nature of Indirect Beneficial Ownership (Instr.
5)
|
| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
1. Name and Address of Reporting Person*
| 600 CALIFORNIA STREET, 17TH FLOOR |
|
(Street)
|
1. Name and Address of Reporting Person*
| 2-5-1, NIHONBASHI-HONCHO, CHUO-KU |
|
(Street)
|
| Explanation of Responses: |
|
| Remarks: |
|
|
/s/ Chad Diehl, Attorney-in-Fact, Astellas |
10/31/2022 |
|
/s/ Chad Diehl, Attorney-in-Fact, Audentes |
10/31/2022 |
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** Signature of Reporting Person |
Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person,
see
Instruction
5
(b)(v). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
POWER OF ATTORNEY
Know all by these presents, that Astellas Pharma Inc. (the "Company") hereby
constitutes and appoints each of Chad Diehl and Lujing Liu, or either of them
signing singly, and with full power of substitution, the Company's true and
lawful attorney-in-fact to:
(1) prepare, execute in the Company's name and on the Company's behalf, and
submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID,
including amendments thereto, and any other documents necessary or appropriate
to obtain codes and passwords enabling the Company to make electronic filings
with the SEC of reports required by Sections 13 or 16(a) of the Securities
Exchange Act of 1934 (the "Exchange Act") or any rule or regulation of the SEC;
(2) prepare, execute in the Company's name and on the Company's behalf, and
submit to the SEC (i) beneficial ownership reports on Schedule 13D or 13G, in
accordance with Section 13 of the Exchange Act and the rules thereunder, (ii)
Forms 3, 4, and 5, in accordance with Section 16(a) of the Exchange Act and the
rules thereunder and (iii) Forms 144, in accordance with the Securities Act of
1933 (the "Securities Act") and the rules thereunder (collectively, the
"Covered Forms");
(3) do and perform any and all acts for and on behalf of the Company which may
be necessary or desirable to complete and execute any Covered Form, complete
and execute any amendment or amendments thereto, and timely file such form with
the SEC and any stock exchange or similar authority; and
(4) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the Company, it being
understood that the documents executed by such attorney-in-fact on behalf of
the Company pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in- fact's discretion.
The Company hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, with full power of substitution or revocation, hereby ratifying
and confirming all that such attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, shall lawfully do or cause to be done by virtue of
this power of attorney and the rights and powers herein granted. The Company
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the Company, are not assuming any of the Company's
responsibilities to comply with Sections 13 or 16 of the Exchange Act or the
provisions of the Securities Act. This Power of Attorney shall remain in full
force and effect for a period of five (5) years from the date hereof, unless
earlier revoked by the Company in a signed writing delivered to the foregoing
attorneys-in-fact.
[Signature Page Follows]
IN WITNESS WHEREOF, the Company has caused this Power of Attorney to be
executed as of this 28th day of October, 2022.
ASTELLAS PHARMA INC.
By: /s/ Naoki Okamura
----------------------------------
Name: Naoki Okamura
Title: Representative Director, Executive
Vice President
POWER OF ATTORNEY
Know all by these presents, that Audentes Therapeutics, Inc. (the "Company")
hereby constitutes and appoints each of Chad Diehl and Lujing Liu, or either of
them signing singly, and with full power of substitution, the Company's true
and lawful attorney-in-fact to:
(1) prepare, execute in the Company's name and on the Company's behalf, and
submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID,
including amendments thereto, and any other documents necessary or appropriate
to obtain codes and passwords enabling the Company to make electronic filings
with the SEC of reports required by Sections 13 or 16(a) of the Securities
Exchange Act of 1934 (the "Exchange Act") or any rule or regulation of the SEC;
(2) prepare, execute in the Company's name and on the Company's behalf, and
submit to the SEC (i) beneficial ownership reports on Schedule 13D or 13G, in
accordance with Section 13 of the Exchange Act and the rules thereunder, (ii)
Forms 3, 4, and 5, in accordance with Section 16(a) of the Exchange Act and the
rules thereunder and (iii) Forms 144, in accordance with the Securities Act of
1933 (the "Securities Act") and the rules thereunder (collectively, the
"Covered Forms");
(3) do and perform any and all acts for and on behalf of the Company which may
be necessary or desirable to complete and execute any Covered Form, complete
and execute any amendment or amendments thereto, and timely file such form with
the SEC and any stock exchange or similar authority; and
(4) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the Company, it being
understood that the documents executed by such attorney-in-fact on behalf of
the Company pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in- fact's discretion.
The Company hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, with full power of substitution or revocation, hereby ratifying
and confirming all that such attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, shall lawfully do or cause to be done by virtue of
this power of attorney and the rights and powers herein granted. The Company
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the Company, are not assuming any of the Company's
responsibilities to comply with Sections 13 or 16 of the Exchange Act or the
provisions of the Securities Act. This Power of Attorney shall remain in full
force and effect for a period of five (5) years from the date hereof, unless
earlier revoked by the Company in a signed writing delivered to the foregoing
attorneys-in-fact.
[Signature Page Follows]
IN WITNESS WHEREOF, the Company has caused this Power of Attorney to be
executed as of this 26th day of October, 2022.
AUDENTES THERAPEUTICS, INC.
By: /s/ Nahrin S. Marino
-------------------------------
Name: Nahrin S. Marino
Title: SVP, Legal
Secretary
