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: NELSEN ROBERT (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-08	Common Stock	C	10156250	—	Acquired	10303750	Indirect
2021-02-08	Common Stock	C	10156250	—	Acquired	10301250	Indirect
2021-02-08	Common Stock	C	11718750	—	Acquired	11718750	Indirect
2021-02-08	Common Stock	C	11718750	—	Acquired	11718750	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-08	Series A-1 Convertible Preferred Stock	$	C	3687500	Disposed		Common Stock (3687500)	Indirect
2021-02-08	Series A-1 Convertible Preferred Stock	$	C	3687500	Disposed		Common Stock (3687500)	Indirect
2021-02-08	Series A-2 Convertible Preferred Stock	$	C	5687500	Disposed		Common Stock (5687500)	Indirect
2021-02-08	Series A-2 Convertible Preferred Stock	$	C	9375000	Disposed		Common Stock (9375000)	Indirect
2021-02-08	Series A-2 Convertible Preferred Stock	$	C	9375000	Disposed		Common Stock (9375000)	Indirect
2021-02-08	Series A-2 Convertible Preferred Stock	$	C	5687500	Disposed		Common Stock (5687500)	Indirect
2021-02-08	Series B Convertible Preferred Stock	$	C	781250	Disposed		Common Stock (781250)	Indirect
2021-02-08	Series B Convertible Preferred Stock	$	C	781250	Disposed		Common Stock (781250)	Indirect
2021-02-08	Series B Convertible Preferred Stock	$	C	2343750	Disposed		Common Stock (2343750)	Indirect
2021-02-08	Series B Convertible Preferred Stock	$	C	2343750	Disposed		Common Stock (2343750)	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 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.

F3: 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.

F4: 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.

F5: 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.

F6: 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.

F7: 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.

F8: The Reporting Person is an AVP IX MD and an AVP X Committee Member and may be deemed to beneficially own the shares held by ARCH IX, ARCH IX Overage, ARCH X, and ARCH X Overage. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any.

F9: The expiration date is not relevant to the conversion of these securities.