Filing Details

The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

  NAMES OF REPORTING PERSONS:

  Paul B. Manning

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)  ☐        (b)  ☒

  SEC USE ONLY:

  SOURCE OF FUNDS (SEE INSTRUCTIONS):

  PF

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION:

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER:

  4,876,157¹

  SHARED VOTING POWER:

  2,113,704²

  SOLE DISPOSITIVE POWER:

  4,876,157¹

  SHARED DISPOSITIVE POWER:

  2,113,704²

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  6,989,861³

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

  11.2%⁴

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

  IN

Consists of: (i) 1,500,000 shares of the Issuers common stock held by Mr. Manning; (ii) 142,202 shares of the Issuers common stock held by Paul and Diane Manning, JTWROS; (iii) 38,750 shares of the Issuers common stock issuable upon the exercise of stock options held by Mr. Manning that are exercisable within 60 days of November 2, 2022; and (iv) 3,195,205 shares of the Issuers common stock held by The Paul B. Manning Revocable Trust dated May 10, 2000.

Consists of (i) 2,091,704 shares of the Issuers common stock held by BKB Growth Investments, LLC; and (ii) 22,000 shares of the Issuers common stock held by BKB G2 Investments, LLC.

Consists of: (i) 1,500,000 shares of the Issuers common stock held by Mr. Manning; (ii) 142,202 shares of the Issuers common stock held by Paul and Diane Manning, JTWROS; (iii) 38,750 shares of the Issuers common stock issuable upon the exercise of stock options held by Mr. Manning that are exercisable within 60 days of November 2, 2022; (iv) 3,195,205 shares of the Issuers common stock held by The Paul B. Manning Revocable Trust dated May 10, 2000; (v) 2,091,704 shares of the Issuers common stock held by BKB Growth Investments, LLC; and (vi) 22,000 shares of the Issuers common stock held by BKB G2 Investments, LLC.

This percentage is calculated based upon (i) 62,286,428 outstanding shares of Common Stock of the Issuer, as reported in the Issuers prospectus supplement filed pursuant to Rule 424(b)(5), filed with the Securities and Exchange Commission (the SEC) on October 27, 2022 and (ii) options exercisable for 38,750 shares within 60 days of November 2, 2022.

  NAMES OF REPORTING PERSONS:

  The Paul B. Manning Revocable Trust dated May 10, 2000

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)  ☐        (b)  ☒

  SEC USE ONLY:

  SOURCE OF FUNDS (SEE INSTRUCTIONS):

  AF

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION:

  Virginia

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER:

  3,195,205

  SHARED VOTING POWER:

  0

  SOLE DISPOSITIVE POWER:

  3,195,205

  SHARED DISPOSITIVE POWER:

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  3,195,205

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

  5.1%¹

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

  OO

This percentage is calculated based upon 62,286,428 outstanding shares of Common Stock of the Issuer, as reported in the Issuers prospectus supplement filed pursuant to Rule 424(b)(5), filed with the SEC on October 27, 2022.

  NAMES OF REPORTING PERSONS:

  BKB Growth Investments, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)  ☐        (b)  ☒

  SEC USE ONLY:

  SOURCE OF FUNDS (SEE INSTRUCTIONS):

  AF

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION:

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER:

  2,091,704

  SHARED VOTING POWER:

  0

  SOLE DISPOSITIVE POWER:

  2,091,704

  SHARED DISPOSITIVE POWER:

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  2,091,704

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

  3.4%¹

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

  OO

This percentage is calculated based upon 62,286,428 outstanding shares of Common Stock of the Issuer, as reported in the Issuers prospectus supplement filed pursuant to Rule 424(b)(5), filed with the SEC on October 27, 2022.

  NAMES OF REPORTING PERSONS:

  BKB G2 Investments, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)  ☐        (b)  ☒

  SEC USE ONLY:

  SOURCE OF FUNDS (SEE INSTRUCTIONS):

  AF

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION:

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER:

  22,000

  SHARED VOTING POWER:

  0

  SOLE DISPOSITIVE POWER:

  22,000

  SHARED DISPOSITIVE POWER:

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  22,000

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

  0.0%¹

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

  OO

This percentage is calculated based upon 62,286,428 outstanding shares of Common Stock of the Issuer, as reported in the Issuers prospectus supplement filed pursuant to Rule 424(b)(5), filed with the SEC on October 27, 2022.

This Schedule 13D is filed by (i) Paul B. Manning (Mr. Manning); (ii) The Paul B. Manning Revocable Trust dated May 10, 2000, a trust governed under the laws of the Commonwealth of Virginia (the Trust); (iii) BKB Growth Investments, LLC, a Delaware Limited Liability Company (BKB); and (iv) and BKB G2 Investments, LLC, a Delaware Limited Liability Company (BKB G2 and together with Mr. Manning, Trust and BKB, the Reporting Persons).

The address of the principal place of business of each of the Reporting Persons is c/o Taysha Gene Therapies, Inc., 2280 Inwood Road, Dallas TX 75235.

The principal purpose and occupation of Mr. Manning is chief executive officer of PBM Capital Group, LLC, a private equity investment firm. The principal business of the Trust is estate planning for Mr. Manning. The principal purpose and occupation of each of BKB and BKB G2 is private investments.

During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Mr. Manning is a citizen of the United States. The Trust is a trust governed under the laws of the Commonwealth of Virginia. Each of BKB and BKB G2 is a Delaware Limited Liability Company.

As of the date hereof, Mr. Manning holds options exercisable for 38,750 shares of Common Stock within 60 days of November 2, 2022.

Except as described herein, none of the Reporting Persons have purchased or sold any shares of Common Stock during the past 60 days.

No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Persons.

Not applicable.

Agreement regarding filing of joint Schedule 13D.

Form of Lock-Up Agreement (incorporated herein by reference to Annex I to Exhibit 1.1 to the Current Report on Form 8-K filed with the SEC on October 27, 2022

/s/ Paul B. Manning

/s/ Paul B. Manning

/s/ Paul B. Manning

/s/ Bradford Manning

/s/ Paul B. Manning

/s/ Bradford Manning