FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/03/2021 |
3. Issuer Name and Ticker or Trading Symbol
Sensei Biotherapeutics, Inc. [ SNSE ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 64,163 | D(1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series AA Preferred Convertible Stock | (2) | (2) | Common Stock | 209,368,245 | (2) | D(1) | |
Common Stock Warrant (Right to Buy) | 12/19/2018 | 12/29/2028 | Common Stock | 3,906 | $122.88 | D(1) | |
Common Stock Warrant (Right to Buy) | 01/09/2019 | 01/09/2029 | Common Stock | 3,906 | $122.88 | D(1) | |
Common Stock Warrant (Right to Buy) | 02/08/2019 | 02/08/2029 | Common Stock | 3,906 | $122.88 | D(1) | |
Common Stock Warrant (Right to Buy) | 03/08/2019 | 02/08/2029 | Common Stock | 3,906 | $122.88 | D(1) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Each share of the Series AA Preferred Stock is convertible, at any time, at the holder's election, into 0.0208333 shares of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series AA Preferred Stock will automatically convert into 0.0208333 shares of the Issuer's common stock. The Series AA Preferred Stock haves no expiration date. |
2. The shares are held by H&S Investments I, L.P ("H&S Investments"). H&S Ventures, LLC ("H&S Ventures"), its general partner, and Michael Shulman, manager of H&S Ventures may be deemed to have voting and dispositive power with respect to the shares held. Henry Samueli and Susan Samueli are the non-managing members of H&S Ventures and each have the right to replace the managing member of H&S Ventures at any time. Henry Samueli and Susan Samueli may be deemed to beneficially own any shares directly owned by H&S Investments. |
Remarks: |
/s/ Mark Ballantyne, Attorney-in-Fact for H&S Investments I, L.P. | 02/03/2021 | |
/s/ Mark Ballantyne, Attorney-in-Fact for H & S Ventures LLC | 02/03/2021 | |
/s/ Mark Ballantyne, Attorney-in-Fact for Michael Schulman | 02/03/2021 | |
/s/ Mark Ballantyne, Attorney-in-Fact for Henry Samueli | 02/03/2021 | |
/s/ Mark Ballantyne, Attorney-in-Fact for Susan Samueli | 02/03/2021 | |
** Signature of Reporting Person | Date | |
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 5 (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 Number. |