Arch Venture Fund X, L.P. bought $9,999,996 worth of shares (1,818,181 units at $5.50) (SEC Form 4)
$SANA
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Sana Biotechnology, Inc. [ SANA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/08/2024 | ||||||||||||||||||||||||||
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4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 02/08/2024 | P | 363,637 | A | $5.5 | 10,667,387 | I | See Footnote(1)(3) | ||
| Common Stock | 10,301,250 | I | See Footnote(2)(3) | |||||||
| Common Stock | 02/08/2024 | P | 727,272 | A | $5.5 | 12,446,022 | I | See Footnote(4)(6) | ||
| Common Stock | 02/08/2024 | P | 727,272 | A | $5.5 | 12,446,022 | I | See Footnote(5)(6) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| 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. |
| Remarks: |
| This Form 4 is one of two reports relating to the same transaction being filed jointly by ARCH IX, AVP IX LP, ARCH IX Overage, AVP IX Overage LP, AVP IX LLC, ARCH X, AVP X LP, ARCH X Overage, AVP X Overage LP, AVP X LLC, Keith Crandell, Clinton Bybee, Kristina Burow and Steven Gillis (collectively, the "Reporting Persons"). Robert Nelsen has direct ownership of Common Stock and is filing his own Form 4 separately. |
| /s/ ARCH Venture Fund X, L.P., By: ARCH Venture Partners X, L.P., its General Partner, By: ARCH Venture Partners X, LLC, its General Partner, By: Mark McDonnell,: attorney in-fact | 02/12/2024 | |
| /s/ ARCH Venture Fund X Overage, L.P., By: ARCH Venture Partners X Overage, L.P., its General Partner, By: ARCH Venture Partners X, LLC, its General Partner, By: Mark McDonnell, attorney in-fact | 02/12/2024 | |
| /s/ ARCH Venture Fund IX, L.P., By: ARCH Venture Partners IX, L.P., its General Partner, By: ARCH Venture Partners IX, LLC, its General Partner, By: Mark McDonnell, attorney in-fact | 02/12/2024 | |
| /s/ ARCH Venture Fund IX Overage, L.P., By: ARCH Venture Partners IX Overage, L.P., its General Partner, By: ARCH Venture Partners IX, LLC, its General Partner, By: Mark McDonnell, attorney in-fact | 02/12/2024 | |
| /s/ ARCH Venture Partners X, L.P., its General Partner, By: ARCH Venture Partners X, LLC, its General Partner, By: Mark McDonnell, attorney in-fact | 02/12/2024 | |
| /s/ ARCH Venture Partners X Overage, L.P., its General Partner, By: ARCH Venture Partners X, LLC, its General Partner, By: Mark McDonnell, attorney in-fact | 02/12/2024 | |
| /s/ ARCH Venture Partners X, LLC, its General Partner, By: Mark McDonnell, attorney in-fact | 02/12/2024 | |
| /s/ ARCH Venture Partners IX, L.P., its General Partner, By: ARCH Venture Partners IX, LLC, its General Partner, By: Mark McDonnell, attorney in-fact | 02/12/2024 | |
| /s/ ARCH Venture Partners IX Overage, L.P., its General Partner, By: ARCH Venture Partners IX, LLC, its General Partner, By: Mark McDonnell, attorney in-fact | 02/12/2024 | |
| /s/ ARCH Venture Partners IX, LLC, its General Partner, By: Mark McDonnell, attorney in-fact | 02/12/2024 | |
| ** 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). | ||
| 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. | ||