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Ownership Document
|
| Schema Version: X0508 |
| Document Type: 4 |
| Period of Report: 2/12/24 |
| Issuer: |
| Issuer CIK: 1770121 |
| Issuer Name: Sana Biotechnology, Inc. |
| Issuer Trading Symbol: SANA |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1400240 |
| | Owner Name: Flagship Pioneering Inc. |
| Reporting Owner Address: |
| | Owner Street 1: 55 CAMBRIDGE PARKWAY, SUITE 800E |
| | Owner Street 2: |
| | Owner City: CAMBRIDGE |
| | Owner State: MA |
| | Owner ZIP Code: 02142 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1222012 |
| | Owner Name: AFEYAN NOUBAR |
| Reporting Owner Address: |
| | Owner Street 1: 55 CAMBRIDGE PARKWAY, SUITE 800E |
| | Owner Street 2: |
| | Owner City: CAMBRIDGE |
| | Owner State: MA |
| | Owner ZIP Code: 02142 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| Aff 10b5 One? No |
| Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Pre-Funded Warrants to purchase Common Stock |
| | Conversion or Exercise Price: |
| | | Value: 0.0001 |
| | Transaction Date: |
| | | Value: 2/12/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: P |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 2,727,272 |
| | | Transaction Price Per Share: |
| Value: 5.4999 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Value: 2/12/24 |
| | Expiration Date: |
| | | Footnote ID: F1 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 2,727,272 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 2,727,272 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By Flagship Pioneering Fund VII, L.P. |
| Footnote ID: F2 |
| Footnotes: |
| Footnote - F1: On February 12, 2024, pursuant to an underwritten public offering by the Issuer, Flagship Pioneering Fund VII, L.P. ("Flagship Fund VII") acquired pre-funded warrants to purchase 2,727,272 shares of Common Stock (the "Pre-Funded Warrants") at a purchase price of $5.4999 per Pre-Funded Warrant. The Pre-Funded Warrants do not have an expiration date. |
| Footnote - F2: Shares held by Flagship Fund VII. Flagship Pioneering Fund VII General Partner LLC ("Flagship Fund VII GP") is the general partner of Flagship Fund VII. Flagship Pioneering, Inc. ("Flagship Pioneering") is the manager of Flagship Fund VII GP. Noubar B. Afeyan, Ph.D. is the Chief Executive Officer, sole shareholder and director of Flagship Pioneering. Each of the reporting persons except Flagship Fund VII disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. |
| Owner Signature: |
| Signature Name: Flagship Pioneering, Inc., By: /s/ Noubar B. Afeyan, Ph.D., Title: CEP |
| Signature Date: 2/14/24 |
| Owner Signature: |
| Signature Name: /s/ Noubar B. Afeyan, Ph.D. |
| Signature Date: 2/14/24 |
