Thomas G Ricks Form 3 Sensei Biotherapeutics / THOMAS G RICKS ownership change

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

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1. Name and Address of Reporting Person^*

RICKS THOMAS G

(Last) (First) (Middle)

C/O SENSEI BIOTHERAPEUTICS, INC.

1405 RESEARCH BLVD, SUITE 125

(Street)

ROCKVILLE MD 20850

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/03/2021

3. Issuer Name and Ticker or Trading Symbol
Sensei Biotherapeutics, Inc. [ SNSE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	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
Series AA Preferred Convertible Stock	(1)	(1)	Common Stock	11,447,156	(1)	I	See footnote(2)
Series BB Preferred Convertible Stock	(1)	(1)	Common Stock	3,037,849	(1)	I	See footnote(2)
Common Stock Warrant (Right to Buy)	(3)	04/20/2029	Common Stock	1,457	64.32	I	See footnote(2)
Stock Option (Right to Buy)	(4)	03/27/2027	Common Stock	625	109.92	D
Stock Option (Right to Buy)	(4)	03/25/2028	Common Stock	625	122.88	D
Stock Option (Right to Buy)	(5)	08/04/2030	Common Stock	19,520	3.22	D

Explanation of Responses:

1. Each share of the Series AA Preferred Stock and Series BB Preferred Stock is convertible, at any time, at the holder's election, into 0.0208333 shares of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series AA Preferred Stock and Series BB Preferred Stock will automatically convert into 0.0208333 shares of the Issuer's common stock. The Series AA Preferred Stock and Series BB Preferred Stock haves no expiration date.

2. The shares are held by the Ricks Family Trust. Thomas Ricks is a trustee of the Ricks Family Trust and accordingly may be deemed to have voting and dispositive power with respect to the shares held by Ricks Family Trust.

3. The shares subject to the warrant are immediately exercisable.

4. The shares subject to the option are fully vested.

5. The shares subject to the option vest monthly over twenty-four (24) months from the vesting commencement date, March 31, 2020, subject to the Reporting Person's continuous service as of each such date.

Remarks:

Exhibit 24- Power of Attorney

	/s/ Mark Ballantyne, Attorney-in-Fact	02/03/2021
	** 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.
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