Sensei Biotherapeutics (SNSE) Form 4/A Sensei Biotherapeutics / Patrick Stephen Gallagher 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^*

Gallagher Patrick Stephen

(Last) (First) (Middle)

C/O SENSEI BIOTHERAPEUTICS, INC.

451 D STREET, SUITE 710

(Street)

BOSTON MA 02210

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/17/2023

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 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(1)	02/15/2023		A		29,313(2)	A	$0.00	29,313	D
Common Stock	02/15/2023		A		14,200(3)	A	$0.00	43,513(1)	D

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
Stock Option (Right to Buy)	$1.43	02/15/2023		A		60,000		(4)	02/14/2023	Common Stock	60,000	$0.00	60,000	D

Explanation of Responses:

1. This amendment is being filed solely to correct the number of shares beneficially owned, which the original filing overreported by two shares.

2. These shares represent restricted stock units (the "RSUs"). Each RSU represents a contingent right to receive one share of the common stock of the Issuer. The shares underlying the RSUs are fully vested.

3. These shares represent RSUs. Each RSU represents a contingent right to receive one share of the common stock of the Issuer. The shares underlying the RSUs vest in four equal annual installments on each of February 15, 2024, February 15, 2025, February 15, 2026 and February 15, 2027, subject to the Reporting Person's continuous service with the Issuer as of each such date.

4. The option shall vest over a period of four years as follows: 25% of the total number of shares subject to the option shall vest on February 15, 2024, and the remainder will vest 1/48th of total number of shares subject to the option monthly thereafter over the remaining three years, subject to the Reporting Person's continuous service with the Issuer as of each such date.

Remarks:

	/s/ Mark Ballantyne, Attorney-in-Fact	03/29/2023
	** 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 4 (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).
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