SEC Form SC 13G filed by Senti Biosciences Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(Amendment No.   )*

Under the Securities Exchange Act of 1934

Senti Biosciences, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

81726A100

(CUSIP Number)

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing of this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

¹ This percentage is based on 43,857,077 shares of common stock, $0.0001 par value per share (the “Common Stock”) of Senti Biosciences, Inc., a Delaware corporation (the “Issuer”), outstanding as of November 3, 2022, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022 (the “Form 10-Q”), as filed with the Securities and Exchange Commission (the “SEC”) on November 10, 2022.

² This percentage is based on 43,857,077 shares of the Issuer’s Common Stock outstanding as of November 3, 2022, as reported in the Issuer's Form 10-Q, as filed with the SEC on November 10, 2022.

³ This percentage is based on 43,857,077 shares of the Issuer’s Common Stock outstanding as of November 3, 2022, as reported in the Issuer's Form 10-Q, as filed with the SEC on November 10, 2022.

⁴ This percentage is based on 43,857,077 shares of the Issuer’s Common Stock outstanding as of November 3, 2022, as reported in the Issuer's Form 10-Q, as filed with the SEC on November 10, 2022.

Senti Biosciences, Inc. (the “Issuer”)

2 Corporate Drive, First Floor, South San Francisco, California 94080

This Schedule 13G is being jointly filed by Bayer HealthCare LLC (“BHC”), Bayer US Holdling LP (“BUSH LP”), Bayer World Investments B.V. (“BWI”) and Bayer Aktiengesellschaft (“Bayer”) (collectively, the “Reporting Persons”).

The business address for BHC and BUSH LP is 100 Bayer Boulevard, Whippany, New Jersey 07981.

The business address for BWI is Siriusdreef 36, 2132 WT Hoofddorp, The Netherlands 2132WT.

The business address for Bayer is Bayerwerk, Gebaeude W11, Kaiser-Wilhelm-Allee 1, Leverkusen, Germany 51373.

The Reporting Persons are citizens of:

BHC — Delaware

BUSH LP — Delaware

BWI — The Netherlands  

Bayer — Germany

Common Stock, par value $0.0001 per share (“Common Stock”)

81726A100

Not Applicable

(a)       BHC is the direct beneficial owner of an aggregate of 5,878,488 shares of Common Stock, which represents 13.4% of the Issuer’s outstanding Common Stock based upon 43,857,077 shares outstanding on November 3, 2022 as reported by the Issuer in its Form 10-Q as filed with the SEC on November 10, 2022.

BHC is controlled by BUSH LP. BWI is the general partner of BUSH LP. BWI is an indirect, wholly owned subsidiary of Bayer. Accordingly, Bayer may be deemed to be an indirect beneficial owner of the shares of Common Stock beneficially owned directly by BHC.

BHC — 13.4%

BUSH LP — 13.4%

BWI — 13.4%

Bayer — 13.4%

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote:

BHC — 5,878,488

BUSH LP — 5,878,488

BWI — 5,878,488

Bayer — 5,878,488

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of:

BHC — 5,878,488

BUSH LP — 5,878,488

BWI — 5,878,488

Bayer — 5,878,488

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: February 13, 2023

EXHIBIT INDEX

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree to jointly prepare and file with the United States Securities and Exchange Commission this Schedule 13G and any future amendments hereto (including amendments on Schedule 13D or Schedule 13G, as applicable) reporting each of the undersigned’s ownership of securities of Senti Biosciences, Inc., and hereby affirm that such Schedule 13G is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.

Date: February 13, 2023