Flagship Ventures Fund V Form 4 Sana Biotechnology / NOUBAR AFEYAN ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Flagship Ventures Fund V General Partner LLC

(Last) (First) (Middle)

55 CAMBRIDGE PARKWAY

SUITE 800E

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sana Biotechnology, Inc. [ SANA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/08/2021

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

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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/08/2021		C		1,487,371	A	(1)	1,487,371	I	See footnotes(2)(6)(7)
Common Stock	02/08/2021		C		9,725,122	A	(1)	9,725,122	I	See footnotes(3)(6)(7)
Common Stock	02/08/2021		C		11,441,326	A	(1)	11,441,326	I	See footnotes(4)(6)(7)
Common Stock	02/08/2021		C		11,585,199	A	(1)	11,585,199	I	See footnotes(5)(6)(7)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A-2 Convertible Preferred Stock	(1)	02/08/2021		C			1,487,371	(1)	(8)	Common Stock	1,487,371	$0.00	0	I	See footnotes(2)(6)(7)
Series A-2 Convertible Preferred Stock	(1)	02/08/2021		C			9,725,122	(1)	(8)	Common Stock	9,725,122	$0.00	0	I	See footnotes(3)(6)(7)
Series A-2 Convertible Preferred Stock	(1)	02/08/2021		C			11,441,326	(1)	(8)	Common Stock	11,441,326	$0.00	0	I	See footnotes(4)(6)(7)
Series A-2 Convertible Preferred Stock	(1)	02/08/2021		C			11,585,199	(1)	(8)	Common Stock	11,585,199	$0.00	0	I	See footnotes(5)(6)(7)

1. Name and Address of Reporting Person^*

Flagship Ventures Fund V General Partner LLC

(Last) (First) (Middle)

55 CAMBRIDGE PARKWAY

SUITE 800E

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Flagship V VentureLabs Rx Fund, L.P.

(Last) (First) (Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Flagship Ventures Fund V, L.P.

(Last) (First) (Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Flagship Pioneering Inc.

(Last) (First) (Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Flagship Pioneering Fund VI General Partner LLC

(Last) (First) (Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Flagship Pioneering Fund VI, L.P.

(Last) (First) (Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Flagship VentureLabs V Manager LLC

(Last) (First) (Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Flagship VentureLabs V LLC

(Last) (First) (Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AFEYAN NOUBAR

(Last) (First) (Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

Explanation of Responses:

1. The shares of Issuer's Preferred Stock automatically convert into shares of Issuer's Common Stock, for no additional consideration, on a 1-for-1 basis immediately prior to the consummation of Issuer's initial public offering.

2. Represents shares held directly by Flagship V VentureLabs Rx Fund, L.P. ("Flagship Fund V Rx").

3. Represents shares held directly by Flagship Pioneering Fund VI, L.P. ("Flagship Pioneering VI").

4. Represents shares held directly by Flagship VentureLabs V LLC. ("VentureLabs V").

5. Represents shares held directly by Flagship Ventures Fund V, L.P. ("Flagship Fund V" and together with Flagship Fund V Rx, Flagship Pioneering VI, and VentureLabs V, the "Flagship Pioneering Funds").

6. VentureLabs V Manager LLC ("VentureLabs V Manager") is the manager of VentureLabs V. Flagship Pioneering, Inc. ("Flagship Pioneering") is the manager of VentureLabs V Manager. The General Partner of Flagship Pioneering VI is Flagship Pioneering Fund VI General Partner LLC ("Flagship Pioneering VI GP"). The manager of Flagship Pioneering VI GP is Flagship Pioneering. The General Partner of Flagship Fund V and Flagship Fund V Rx is Flagship Ventures Fund V General Partner LLC ("Flagship V GP" and, together with VentureLabs V Manager, Flagship Pioneering, and Flagship Pioneering VI GP, the "Flagship General Partners").

7. (continued from footnote 6) Noubar B. Afeyan, Ph.D. is the sole Director of Flagship Pioneering and may be deemed to have sole voting and investment control over all the shares held by VentureLabs V and Flagship Fund VI. In addition, Noubar B. Afeyan, Ph.D. serves as the sole manager of Flagship V GP and may be deemed to possess sole voting and investment control over all the shares held by Flagship Fund V and Flagship Fund V Rx. None of the Flagship General Partners nor Noubar B. Afeyan, Ph.D. directly own any of the shares held by the Flagship Pioneering Funds, and each of the Flagship General Partners and Noubar Afeyan, Ph.D. disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein.

8. The expiration date is not relevant to the conversion of these securities.

Remarks:

	/s/ Flagship Ventures Fund V General Partner LLC, By: Noubar B. Afeyan, Title: Manager	02/10/2021
	/s/ Flagship V VentureLabs Rx Fund, L.P., By: Flagship Ventures Fund V General Partner LLC, its General Partner, By: Noubar B. Afeyan, Title: Manager	02/10/2021
	/s/ Flagship Ventures Fund V, L.P., By: Flagship Ventures Fund V General Partner LLC, its General Partner, By: Noubar B. Afeyan, Title: Manager	02/10/2021
	/s/ Flagship Pioneering, Inc., By: Noubar B. Afeyan, Title: Director	02/10/2021
	/s/ Flagship Pioneering Fund VI General Partner LLC, By: Flagship Pioneering, Inc., its Manager, By: Noubar B. Afeyan, Title: Director	02/10/2021
	/s/ Flagship Pioneering Fund VI, L.P., By: Flagship Pioneering Fund VI General Partner LLC, its General Partner, By: Flagship Pioneering, Inc., its Manager, By: Noubar B. Afeyan, Title: Director	02/10/2021
	/s/ Flagship VentureLabs V Manager LLC, By: Flagship Pioneering, Inc., its Manager, By: Noubar B. Afeyan, Title: Director	02/10/2021
	/s/ Flagship VentureLabs V LLC., By: Flagship VentureLabs V Manager LLC its Manager, By: Flagship Pioneering, Inc., its Manager, By: Noubar B. Afeyan, Title: Director	02/10/2021
	/s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D.	02/10/2021
	** Signature of Reporting Person	Date
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