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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 02/03/2021 | 3. Issuer Name and Ticker or Trading Symbol Sana Biotechnology, Inc. [ SANA ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) |
Common Stock | 147,500 | I | See Footnotes(1)(3)(7) |
Common Stock | 145,000 | I | See Footnotes(2)(3)(7) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 A-1 Convertible Preferred Stock | (8) | (9) | Common Stock | 3,687,500 | (8) | I | See Footnotes(1)(3)(7) |
Series A-1 Convertible Preferred Stock | (8) | (9) | Common Stock | 3,687,500 | (8) | I | See Footnotes(2)(3)(7) |
Series A-2 Convertible Preferred Stock | (8) | (9) | Common Stock | 5,687,500 | (8) | I | See Footnotes(1)(3)(7) |
Series A-2 Convertible Preferred Stock | (8) | (9) | Common Stock | 9,375,000 | (8) | I | See Footnotes(4)(6)(7) |
Series A-2 Convertible Preferred Stock | (8) | (9) | Common Stock | 9,375,000 | (8) | I | See Footnotes(5)(6)(7) |
Series A-2 Convertible Preferred Stock | (8) | (9) | Common Stock | 5,687,500 | (8) | I | See Footnotes(2)(3)(7) |
Series B Convertible Preferred Stock | (8) | (9) | Common Stock | 781,250 | (8) | I | See Footnotes(1)(3)(7) |
Series B Convertible Preferred Stock | (8) | (9) | Common Stock | 781,250 | (8) | I | See Footnotes(2)(3)(7) |
Series B Convertible Preferred Stock | (8) | (9) | Common Stock | 2,343,750 | (8) | I | See Footnotes(4)(6)(7) |
Series B Convertible Preferred Stock | (8) | (9) | Common Stock | 2,343,750 | (8) | I | See Footnotes(5)(6)(7) |
Explanation of Responses: |
1. These shares are directly held by ARCH Venture Fund IX, L.P. (ARCH IX). ARCH Venture Partners IX, L.P. (AVP IX LP) is the sole general partner of ARCH IX. |
2. These shares are directly held by ARCH Venture Fund IX Overage, L.P. (ARCH IX Overage). ARCH Venture Partners IX Overage, L.P. (AVP IX Overage LP) is the sole general partner of ARCH IX Overage. |
3. ARCH Venture Partners IX, LLC (AVP IX LLC) is the sole general partner of each of AVP IX LP and AVP IX Overage LP. The Reporting Person is a managing director of AVP IX LLC ("AVP IX MD"). AVP IX LP and AVP IX Overage LP may be deemed to beneficially own the shares held by ARCH IX and ARCH IX Overage, respectively, AVP IX LLC may be deemed to beneficially own the shares held by ARCH IX and ARCH IX Overage, and the AVP IX MD may be deemed to share the power to direct the disposition and vote of the shares held by ARCH IX and ARCH IX Overage. AVP IX LP, AVP IX Overage LP and AVP IX LLCeach disclaim beneficial ownership except to the extent of any pecuniary interest therein. |
4. These shares are directly held by ARCH Venture Fund X, L.P. (ARCH X). ARCH Venture Partners X, L.P. (AVP X LP) is the sole general partner of ARCH X. |
5. These shares are directly held by ARCH Venture Fund X Overage, L.P. (ARCH X Overage). ARCH Venture Partners X Overage, L.P. (AVP X Overage LP) is the sole general partner of ARCH X Overage. |
6. ARCH Venture Partners X, LLC (AVP X LLC) is the sole general partner of each of AVP X LP and AVP X Overage LP. The Reporting Person is on the investment committee of AVP X LLC ("AVP X Committee Member"). AVP X LP and AVP X Overage LP may be deemed to beneficially own the shares held by ARCH X and ARCH X Overage, respectively, AVP X LLC may be deemed to beneficially own the shares held by ARCH X and ARCH X Overage, and the AVP X Committee Member may be deemed to share the power to direct the disposition and vote of the shares held by ARCH X and ARCH X Overage. AVP X LP, AVP X Overage LP, and AVP X LLC, each disclaim beneficial ownership except to to the extent of any pecuniary interest therein. |
7. The Reporting Person is an AVP IX MD and an AVP X Committee Member and may be deemed to beneficially own the shares held by ARCH IX, ARCH IX Overage, ARCH X, and ARCH X Overage. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any. |
8. 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. |
9. The expiration date is not relevant to the conversion of these securities. |
Remarks: |
Exhibit 24 - Power of Attorney. |
/s/ James J. MacDonald, Attorney-in-Fact for Robert Nelsen | 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. | ||
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. |