Co-Invest Management, L.L.C. Presight Form 4 Sensei Biotherapeutics / Christian Angermayer 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^*

Apeiron Investment Group Ltd.

(Last) (First) (Middle)

BEATRICE, AT 66 & 67 AMERY STREET

(Street)

SLIEMA O1 SLM1707

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

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2023

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(1)	02/23/2023		P		1,100	A	$1.615	2,484,823	I	By Apeiron Investment Group Ltd.(2)
Common Stock(1)	02/23/2023		P		1,100	A	$1.6023	2,485,923	I	By Apeiron Investment Group Ltd.(2)
Common Stock(1)								955,738	I	By Presight Sensei Co-Invest Fund, L.P.(3)

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

1. Name and Address of Reporting Person^*

Apeiron Investment Group Ltd.

(Last) (First) (Middle)

BEATRICE, AT 66 & 67 AMERY STREET

(Street)

SLIEMA O1 SLM1707

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Angermayer Christian

(Last) (First) (Middle)

BEATRICE, AT 66 & 67 AMERY STREET

(Street)

SLIEMA O1 SLM1707

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Presight Sensei Co-Invest Fund, L.P.

(Last) (First) (Middle)

340 S. LEMON AVE., # 3391

(Street)

WALNUT CA 91789

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Presight Co-Invest Management, L.L.C.

(Last) (First) (Middle)

340 S. LEMON AVE. #3391

(Street)

WALNUT CA 91789

(City) (State) (Zip)

Explanation of Responses:

1. This Form 4 is filed jointly by Apeiron Investment Group Ltd. ("Apeiron"), Christian Angermayer, Presight Sensei Co-Invest Fund, L.P. ("Presight Co-Invest") and Presight Sensei Co-Invest Management, L.L.C. ("Presight Co-Invest Management", and collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that beneficially owns over 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

2. Securities owned directly by Apeiron. Mr. Angermayer, as the majority shareholder of Apeiron, may be deemed to beneficially own the securities owned directly by Apeiron.

3. Securities owned directly by Presight Co-Invest. As the general partner of Presight Co-Invest, Presight Co-Invest Management may be deemed to beneficially own the securities owned directly by Presight Co-Invest. As the sole member of Presight Co-Invest Management, Apeiron may be deemed to beneficially own the securities owned directly by Presight Co-Invest. Mr. Angermayer, as the majority shareholder of Apeiron, may be deemed to beneficially own the securities owned directly by Presight Co-Invest.

	Apeiron Investment Group Ltd., By: /s/ Julien Hofer, Director	02/27/2023
	/s/ Christian Angermayer	02/27/2023
	Presight Sensei Co-Invest Fund, L.P., By: Presight Sensei Co-Invest Management, L.L.C. its general partner, By: Apeiron Investment Group Ltd., its sole member, By: /s/ Julien Hofer, Director	02/27/2023
	Presight Sensei Co-Invest Management, L.L.C. By: Apeiron Investment Group Ltd., its sole member, By: /s/ Julien Hofer, Director	02/27/2023
	** Signature of Reporting Person	Date
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