Sana Biotechnology, Inc. — Director's Dealing 2021

Feb 11, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Sana Biotechnology, Inc. (SANA)
CIK: 0001770121
Period of Report: 2021-02-08

Reporting Person: Flagship Ventures Fund V General Partner LLC (10% Owner)
Reporting Person: Flagship V VentureLabs Rx Fund, L.P. (10% Owner)
Reporting Person: Flagship Ventures Fund V, L.P. (10% Owner)
Reporting Person: Flagship Pioneering Inc. (10% Owner)
Reporting Person: Flagship Pioneering Fund VI General Partner LLC (10% Owner)
Reporting Person: Flagship Pioneering Fund VI, L.P. (10% Owner)
Reporting Person: Flagship VentureLabs V Manager LLC (10% Owner)
Reporting Person: Flagship VentureLabs V LLC (10% Owner)
Reporting Person: AFEYAN NOUBAR (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-08	Common Stock	C	1487371	—	Acquired	1487371	Indirect
2021-02-08	Common Stock	C	9725122	—	Acquired	9725122	Indirect
2021-02-08	Common Stock	C	11441326	—	Acquired	11441326	Indirect
2021-02-08	Common Stock	C	11585199	—	Acquired	11585199	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-08	Series A-2 Convertible Preferred Stock	$	C	1487371	Disposed		Common Stock (1487371)	Indirect
2021-02-08	Series A-2 Convertible Preferred Stock	$	C	9725122	Disposed		Common Stock (9725122)	Indirect
2021-02-08	Series A-2 Convertible Preferred Stock	$	C	11441326	Disposed		Common Stock (11441326)	Indirect
2021-02-08	Series A-2 Convertible Preferred Stock	$	C	11585199	Disposed		Common Stock (11585199)	Indirect

Footnotes

F1: 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.

F2: Represents shares held directly by Flagship V VentureLabs Rx Fund, L.P. ("Flagship Fund V Rx").

F3: Represents shares held directly by Flagship Pioneering Fund VI, L.P. ("Flagship Pioneering VI").

F4: Represents shares held directly by Flagship VentureLabs V LLC. ("VentureLabs V").

F5: Represents shares held directly by Flagship Ventures Fund V, L.P. ("Flagship Fund V" and together with Flagship Fund V Rx, Flagship Pioneering VI, and VentureLabs V, the "Flagship Pioneering Funds").

F6: VentureLabs V Manager LLC ("VentureLabs V Manager") is the manager of VentureLabs V. Flagship Pioneering, Inc. ("Flagship Pioneering") is the manager of VentureLabs V Manager. The General Partner of Flagship Pioneering VI is Flagship Pioneering Fund VI General Partner LLC ("Flagship Pioneering VI GP"). The manager of Flagship Pioneering VI GP is Flagship Pioneering. The General Partner of Flagship Fund V and Flagship Fund V Rx is Flagship Ventures Fund V General Partner LLC ("Flagship V GP" and, together with VentureLabs V Manager, Flagship Pioneering, and Flagship Pioneering VI GP, the "Flagship General Partners").

F7: (continued from footnote 6) Noubar B. Afeyan, Ph.D. is the sole Director of Flagship Pioneering and may be deemed to have sole voting and investment control over all the shares held by VentureLabs V and Flagship Fund VI. In addition, Noubar B. Afeyan, Ph.D. serves as the sole manager of Flagship V GP and may be deemed to possess sole voting and investment control over all the shares held by Flagship Fund V and Flagship Fund V Rx. None of the Flagship General Partners nor Noubar B. Afeyan, Ph.D. directly own any of the shares held by the Flagship Pioneering Funds, and each of the Flagship General Partners and Noubar Afeyan, Ph.D. disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein.

F8: The expiration date is not relevant to the conversion of these securities.