TOCA Tocagen Inc

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

Item 3 is hereby amended and restated to read as follows:

The Shares to which this Schedule 13D relates were acquired for an aggregate purchase price of $2,592,739.82 inclusive of brokerage commissions. Funds for the purchase were obtained from the available working capital of the Fund. Although the Fund has the ability to obtain margin loans in the ordinary course of its business, no part of the purchase price was obtained on margin or through any other borrowings.

Item 4 is hereby amended to add the following:

The Reporting Persons purchased additional Shares in order to partially offset the dilutive effect of the Issuer's misguided At-the-market offering (the “ATM”). The percentage ownership in this filing is based on the number of Shares outstanding reported as of the Issuer’s most recent Quarterly Report filed on Form 10-Q; however, given the ongoing nature of the offering, the Reporting Persons do not know the actual number of Shares currently outstanding and the Reporting Persons’ percentage ownership may in fact be lower. The uncertainty surrounding the Issuer’s ATM coupled with the Issuer’s equally misguided poison pill has restricted the Reporting Persons from making additional open market purchases.

The Reporting Persons further note that the Issuer has yet to respond to any of the concerns raised in the Reporting Persons’ August 24, 2022 letter to the Issuer’s Board, allowing four weeks to pass without so much as an acknowledgment.

Items 5(a) – (c) are hereby amended and restated to read as follows:

(a)       The aggregate percentage of Common Stock reported owned by the Reporting Persons is based on 20,340,265 shares outstanding as of August 12, 2022, which is the total number of shares outstanding as reported on the cover page of the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 15, 2022. As of the close of business on September 21, 2022, the Fund beneficially owned 2,031,987 Shares. Cable Car, as the General Partner of the Fund, may be deemed the beneficial owner of the 2,031,987 Shares owned by the Fund. Mr. Ma-Weaver, as the Managing Member of Cable Car, may be deemed the beneficial owner of the 2,031,987 Shares owned by the Fund.

(b)       The Fund has sole voting and dispositive power over the shares reported herein.

(c)       The transactions in the Shares by the Fund during the past sixty days are set forth in Schedule A and are incorporated herein by reference. None of the Fund, Cable Car or Mr. Ma-Weaver have entered into any transactions in the Shares since the filing of the Schedule 13D. Each Reporting Person and Cable Car disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

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.

Dated: September 22, 2022

SCHEDULE A

TRANSACTIONS IN SECURITIES OF THE ISSUER
SINCE THE FILING OF AMENDMENT NO. 2 TO THE SCHEDULE 13D