FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

NELSEN ROBERT
2. Issuer Name and Ticker or Trading Symbol

Sana Biotechnology, Inc. [ SANA ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O SANA BIOTECHNOLOGY, INC., 188 EAST BLAINE STREET, SUITE 400
3. Date of Earliest Transaction (MM/DD/YYYY)

7/5/2022
(Street)

SEATTLE, WA 98102
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 7/5/2022  A  266.00 (1)A$0.00 496.00 D  
Common Stock         12500.00 I See footnote (2)
Common Stock         10303750.00 I See footnotes (3)(4)(5)
Common Stock         10301250.00 I See footnotes (4)(5)(6)
Common Stock         11718750.00 I See footnotes (5)(7)(8)
Common Stock         11718750.00 I See footnotes (5)(8)(9)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) Consists of fully vested restricted stock units.
(2) The shares were received by Enzo Family Trust of 2015 in a distribution of shares upon the dissolution of Sana Investors, LLC. The Reporting Person's minor children are the beneficiaries of Enzo Family Trust of 2015.
(3) 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.
(4) ARCH Venture Partners IX, LLC (AVP IX LLC) is the sole general partner of each of AVP IX LP and ARCH Venture Partners IX Overage, L.P. (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 Venture Fund IX Overage, L.P. (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 the extent of any pecuniary interest therein.
(5) The Reporting Person is an AVP IX MD and a member, along with Keith Crandell, Kristina Burrow and Steven Gillis, of the investment committee (the AVP X Committee Members) of ARCH Venture Partners X, LLC (AVP X LLC), and may be deemed to beneficially own the shares held by ARCH IX, ARCH IX Overage, ARCH Venture Fund X, L.P. (ARCH X), and ARCH Venture Fund X Overage, L.P. (ARCH X Overage). The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any.
(6) Represents shares held directly by ARCH IX Overage. AVP IX Overage LP is the sole general partner of ARCH IX Overage.
(7) Represents shares held directly by ARCH X. ARCH Venture Partners X, L.P. (AVP X LP) is the sole general partner of ARCH X.
(8) AVP X LLC is the sole general partner of each of AVP X LP and ARCH Venture Partners X Overage, L.P. (AVP X Overage LP). 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.
(9) Represents shares held directly by ARCH X Overage. AVP X Overage LP is the sole general partner of ARCH X Overage.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
NELSEN ROBERT
C/O SANA BIOTECHNOLOGY, INC.
188 EAST BLAINE STREET, SUITE 400
SEATTLE, WA 98102
X



Signatures
/s/ James J. MacDonald, Attorney-in-Fact for Robert Nelsen7/7/2022
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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