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Sana Biotechnology, Inc. Director's Dealing 2021

Feb 4, 2021

32303_dirs_2021-02-03_76f5d0c8-84eb-4f6c-b550-4b07fe20d018.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Sana Biotechnology, Inc. (SANA)
CIK: 0001770121
Period of Report: 2021-02-03

Reporting Person: ARCH Venture Fund X, L.P. (10% Owner)
Reporting Person: ARCH Venture Fund IX, L.P. (10% Owner)
Reporting Person: ARCH Venture Fund IX Overage, L.P. (10% Owner)
Reporting Person: ARCH Venture Fund X Overage, L.P. (10% Owner)
Reporting Person: ARCH Venture Partners IX Overage, L.P. (10% Owner)
Reporting Person: ARCH Venture Partners X, L.P. (10% Owner)
Reporting Person: ARCH Venture Partners X Overage, L.P. (10% Owner)
Reporting Person: ARCH Venture Partners IX, LLC (10% Owner)
Reporting Person: ARCH Venture Partners X, LLC (10% Owner)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 147500 Indirect
Common Stock 145000 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Series A-1 Convertible Preferred Stock $ Common Stock (3687500) Indirect
Series A-1 Convertible Preferred Stock $ Common Stock (3687500) Indirect
Series A-2 Convertible Preferred Stock $ Common Stock (5687500) Indirect
Series A-2 Convertible Preferred Stock $ Common Stock (9375000) Indirect
Series A-2 Convertible Preferred Stock $ Common Stock (9375000) Indirect
Series A-2 Convertible Preferred Stock $ Common Stock (5687500) Indirect
Series B Convertible Preferred Stock $ Common Stock (781250) Indirect
Series B Convertible Preferred Stock $ Common Stock (781250) Indirect
Series B Convertible Preferred Stock $ Common Stock (2343750) Indirect
Series B Convertible Preferred Stock $ Common Stock (2343750) Indirect

Footnotes

F1: 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.

F2: 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.

F3: 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.

F4: 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.

F5: 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.

F6: 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.

F7: 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.

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