Sana Biotechnology Form 3 / KEITH CRANDELL 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^*

ARCH Venture Fund X, L.P.

(Last)

(First)

(Middle)

8755 WEST HIGGINS ROAD

SUITE 1025

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

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)

Director	X	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)

	Form filed by One Reporting Person
X	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)
Common Stock	147,500	I	See Footnotes⁽¹⁾⁽³⁾
Common Stock	145,000	I	See Footnotes⁽²⁾⁽³⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A-1 Convertible Preferred Stock	⁽⁷⁾	⁽⁸⁾	Common Stock	3,687,500	⁽⁷⁾	I	See Footnotes⁽¹⁾⁽³⁾
Series A-1 Convertible Preferred Stock	⁽⁷⁾	⁽⁸⁾	Common Stock	3,687,500	⁽⁷⁾	I	See Footnotes⁽²⁾⁽³⁾
Series A-2 Convertible Preferred Stock	⁽⁷⁾	⁽⁸⁾	Common Stock	5,687,500	⁽⁷⁾	I	See Footnotes⁽¹⁾⁽³⁾
Series A-2 Convertible Preferred Stock	⁽⁷⁾	⁽⁸⁾	Common Stock	9,375,000	⁽⁷⁾	I	See Footnotes⁽⁴⁾⁽⁶⁾
Series A-2 Convertible Preferred Stock	⁽⁷⁾	⁽⁸⁾	Common Stock	9,375,000	⁽⁷⁾	I	See Footnotes⁽⁵⁾⁽⁶⁾
Series A-2 Convertible Preferred Stock	⁽⁷⁾	⁽⁸⁾	Common Stock	5,687,500	⁽⁷⁾	I	See Footnotes⁽²⁾⁽³⁾
Series B Convertible Preferred Stock	⁽⁷⁾	⁽⁸⁾	Common Stock	781,250	⁽⁷⁾	I	See Footnotes⁽¹⁾⁽³⁾
Series B Convertible Preferred Stock	⁽⁷⁾	⁽⁸⁾	Common Stock	781,250	⁽⁷⁾	I	See Footnotes⁽²⁾⁽³⁾
Series B Convertible Preferred Stock	⁽⁷⁾	⁽⁸⁾	Common Stock	2,343,750	⁽⁷⁾	I	See Footnotes⁽⁴⁾⁽⁶⁾
Series B Convertible Preferred Stock	⁽⁷⁾	⁽⁸⁾	Common Stock	2,343,750	⁽⁷⁾	I	See Footnotes⁽⁵⁾⁽⁶⁾

1. Name and Address of Reporting Person^*

ARCH Venture Fund X, L.P.

(Last)

(First)

(Middle)

8755 WEST HIGGINS ROAD

SUITE 1025

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CRANDELL KEITH

(Last)

(First)

(Middle)

8755 WEST HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BYBEE CLINTON

(Last)

(First)

(Middle)

8755 WEST HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Burow Kristina

(Last)

(First)

(Middle)

8755 WEST HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GILLIS STEVEN

(Last)

(First)

(Middle)

8755 WEST HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

Explanation of Responses:

1. Represents shares held directly 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. Represents shares held directly 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. Keith Crandell and Clinton Bybee are managing directors of AVP IX LLC (the AVP IX MDs). 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 each of the AVP IX MDs 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, AVP IX LLC, and the AVP IX MDs each disclaim beneficial ownership except to to the extent of any pecuniary interest therein.

4. Represents shares held directly 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. Represents shares held directly 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. Keith Crandell, Kristina Burow and Steven Gillis are members of the investment committee of AVP X LLC (the AVP X Committee Members). 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 each of the AVP X Committee Members 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, AVP X LLC, and the AVP X Committee Members each disclaim beneficial ownership except to the extent of any pecuniary interest therein.

7. 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.

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

Remarks:

Exhibit 24 - Power of Attorney. Exhibit 24.1 - Power of Attorney Form 2 of 2.

	/s/ Keith Crandell, By: Mark McDonnell, attorney in-fact	02/03/2021
	/s/ Clinton Bybee, By: Mark McDonnell, attorney in-fact	02/03/2021
	/s/ Kristina Burow, By: Mark McDonnell, attorney in-fact	02/03/2021
	/s/ Steven Gillis, By: Mark McDonnell, 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.
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.

Sana Biotechnology (SANA) Form 3Sana Biotechnology / KEITH CRANDELL ownership change