Sana Biotechnology, Inc. — Director's Dealing 2021

Feb 4, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

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

Reporting Person: Harr Steve (Director, President & CEO)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6142500	Direct
Common Stock	682500	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$1.48	2030-01-29	Common Stock (590000)		Direct
Stock Option (Right to Buy)	$7.80	2030-11-09	Common Stock (1118723)		Direct
Series A-1 Convertible Preferred Stock	$		Common Stock (1075000)		Direct
Series A-2 Convertible Preferred Stock	$		Common Stock (800000)		Direct
Series B Convertible Preferred Stock	$		Common Stock (156250)		Direct

Footnotes

F1: The option vests and becomes exercisable as to 25% of the underlying shares on February 14, 2021 and in 36 equal monthly installments thereafter.

F2: The option vests and becomes exercisable as to (a) 50% of the shares underlying the option on a four year time based vesting with 25% of the underlying shares vesting on February 15, 2022 and in 36 equal monthly installments thereafter; and (b) the remaining 50% of the shares underlying the award would commence vesting on a four year schedule with 25% of the underlying shares vesting as of the one year anniversary of the schedule start date that is the same as the vesting commencement date from part (a) above and the remainder of the underlying shares vesting in 36 equal monthly installments therafter,

F3: (Continued from Footnote 2) subject to the occurrence prior to or after each applicable "as of" vesting date of the earlier of (i) a successful initial public offering (defined as a per share price to the public of the Common Stock in such offering as set forth in the Issuer's final prospectus relating to such offering that is greater than the Series B preferred stock original issuance per share price (as adjusted for a reverse stock split)), and (ii) successful proof of concept in a human subject of one of Issuer's therapeutic programs.

F4: 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.

F5: The expiration date is not relevant to the conversion of these securities.