0001209191-21-007610.txt : 20210203 0001209191-21-007610.hdr.sgml : 20210203 20210203205626 ACCESSION NUMBER: 0001209191-21-007610 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20210203 FILED AS OF DATE: 20210203 DATE AS OF CHANGE: 20210203 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: H&S INVESTMENTS I LP CENTRAL INDEX KEY: 0001219243 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39980 FILM NUMBER: 21588418 BUSINESS ADDRESS: STREET 1: 2101 EAST COAST HIGHWAY CITY: CORANCE DEL MAR STATE: CA ZIP: 92625 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: H&S VENTURES LLC CENTRAL INDEX KEY: 0001219242 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39980 FILM NUMBER: 21588419 BUSINESS ADDRESS: STREET 1: 2101 EAST COAST HIGHWAY CITY: CORONA DEL MAR STATE: CA ZIP: 92625 BUSINESS PHONE: 949-760-4314 MAIL ADDRESS: STREET 1: 2101 EAST COAST HIGHWAY STREET 2: THIRD FLOOR CITY: CORONA DEL MAR STATE: CA ZIP: 92625 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCHULMAN MICHAEL CENTRAL INDEX KEY: 0001219244 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39980 FILM NUMBER: 21588420 MAIL ADDRESS: STREET 1: H&S VENTURES LLC STREET 2: 2101 EAST COAST HIGHWAY, 3RD FLOOR CITY: CORONA DEL MAR STATE: CA ZIP: 92625 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SAMUELI HENRY CENTRAL INDEX KEY: 0001201633 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39980 FILM NUMBER: 21588421 MAIL ADDRESS: STREET 1: 5300 CALIFORNIA AVENUE CITY: IRVINE STATE: CA ZIP: 92617-3038 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SAMUELI SUSAN CENTRAL INDEX KEY: 0001219241 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39980 FILM NUMBER: 21588422 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Sensei Biotherapeutics, Inc. CENTRAL INDEX KEY: 0001829802 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 620 PROFESSIONAL DRIVE CITY: GAITHERSBURG STATE: MD ZIP: 20879 BUSINESS PHONE: (240) 243-8000 MAIL ADDRESS: STREET 1: 620 PROFESSIONAL DRIVE CITY: GAITHERSBURG STATE: MD ZIP: 20879 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-02-03 0 0001829802 Sensei Biotherapeutics, Inc. SNSE 0001219243 H&S INVESTMENTS I LP 2101 E. COAST HIGHWAY, 3RD FLOOR CORONA DEL MAR CA 92625 0 0 1 0 0001219242 H&S VENTURES LLC 2101 E. COAST HIGHWAY, 3RD FLOOR CORONA DEL MAR CA 92625 0 0 1 0 0001219244 SCHULMAN MICHAEL H & S VENTURES, LLC 2101 E. COAST HIGHWAY, 3RD FLOOR CORONA DEL MAR CA 92625 0 0 1 0 0001201633 SAMUELI HENRY H & S VENTURES, LLC 2101 E. COAST HIGHWAY, 3RD FLOOR CORONA DEL MAR CA 92625 0 0 1 0 0001219241 SAMUELI SUSAN H & S VENTURES, LLC 2101 E. COAST HIGHWAY, 3RD FLOOR CORONA DEL MAR CA 92625 0 0 1 0 Common Stock 64163 D Series AA Preferred Convertible Stock Common Stock 209368245 D Common Stock Warrant (Right to Buy) 122.88 2018-12-19 2028-12-29 Common Stock 3906 D Common Stock Warrant (Right to Buy) 122.88 2019-01-09 2029-01-09 Common Stock 3906 D Common Stock Warrant (Right to Buy) 122.88 2019-02-08 2029-02-08 Common Stock 3906 D Common Stock Warrant (Right to Buy) 122.88 2019-03-08 2029-02-08 Common Stock 3906 D 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. 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. /s/ Mark Ballantyne, Attorney-in-Fact for H&S Investments I, L.P. 2021-02-03 /s/ Mark Ballantyne, Attorney-in-Fact for H & S Ventures LLC 2021-02-03 /s/ Mark Ballantyne, Attorney-in-Fact for Michael Schulman 2021-02-03 /s/ Mark Ballantyne, Attorney-in-Fact for Henry Samueli 2021-02-03 /s/ Mark Ballantyne, Attorney-in-Fact for Susan Samueli 2021-02-03 EX-24 2 attachment1.htm EX-24 DOCUMENT des-ex24_79.htm

POWER OF ATTORNEY

(For Executing Form ID and Forms 3, 4 and 5)

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of Michael E. Tenta, Brian F. Leaf, Mark Ballantyne, Emily Nekimken, April Paredes and Diane James of Cooley LLP, and John Celebi of Sensei Biotherapeutics, Inc. (the "Company"), the undersigned's true and lawful attorneys-in-fact and agents to:

 

(1) Prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the Securities and Exchange Commission (the "SEC") a Form ID, Uniform Application for Access Codes to File on EDGAR, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any rule or regulation thereunder;

 

(2) Prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the SEC Forms 3, 4 and 5 (including amendments thereto and joint filing agreements in connection therewith) in accordance with Section 16(a) of the Exchange Act and the rules thereunder in the undersigned's capacity as an officer, director or beneficial owner of more than 10% of a registered class of securities of the Company;

 

(3) Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Form 3, 4 or 5 (including amendments thereto and joint filing agreements in connection therewith) and file such forms with the SEC and any stock exchange, self-regulatory association or any similar authority; and

 

(4) Take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact's discretion.

 

The undersigned hereby grants to each such attorney in fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming (nor is the Company assuming) any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company or Cooley LLP, as applicable.  

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below.

 

 

Date:  1/30/2021

 

H & S Investments I, L.P.

By:    /s/Michael Schulman

Name:  Michael Schulman

Title: Manager

 

 EX-24.1 3 attachment2.htm EX-24.1 DOCUMENT des-ex241_13.htm

POWER OF ATTORNEY

(For Executing Form ID and Forms 3, 4 and 5)

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of Michael E. Tenta, Brian F. Leaf, Mark Ballantyne, Emily Nekimken, April Paredes and Diane James of Cooley LLP, and John Celebi of Sensei Biotherapeutics, Inc. (the "Company"), the undersigned's true and lawful attorneys-in-fact and agents to:

 

(1) Prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the Securities and Exchange Commission (the "SEC") a Form ID, Uniform Application for Access Codes to File on EDGAR, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any rule or regulation thereunder;

 

(2) Prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the SEC Forms 3, 4 and 5 (including amendments thereto and joint filing agreements in connection therewith) in accordance with Section 16(a) of the Exchange Act and the rules thereunder in the undersigned's capacity as an officer, director or beneficial owner of more than 10% of a registered class of securities of the Company;

 

(3) Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Form 3, 4 or 5 (including amendments thereto and joint filing agreements in connection therewith) and file such forms with the SEC and any stock exchange, self-regulatory association or any similar authority; and

 

(4) Take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact's discretion.

 

The undersigned hereby grants to each such attorney in fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming (nor is the Company assuming) any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company or Cooley LLP, as applicable.  

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below.

 

Date:  1/30/2021

 

H&S Ventures, LLC

By:    /s/Michael Schulman

Name:  Michael Schulman

Title: Manager

 

 

 EX-24.2 4 attachment3.htm EX-24.2 DOCUMENT des-ex242_20.htm

POWER OF ATTORNEY

(For Executing Form ID and Forms 3, 4 and 5)

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of Michael E. Tenta, Brian F. Leaf, Mark Ballantyne, Emily Nekimken, April Paredes and Diane James of Cooley LLP, and John Celebi of Sensei Biotherapeutics, Inc. (the "Company"), the undersigned's true and lawful attorneys-in-fact and agents to:

 

(1) Prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the Securities and Exchange Commission (the "SEC") a Form ID, Uniform Application for Access Codes to File on EDGAR, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any rule or regulation thereunder;

 

(2) Prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the SEC Forms 3, 4 and 5 (including amendments thereto and joint filing agreements in connection therewith) in accordance with Section 16(a) of the Exchange Act and the rules thereunder in the undersigned's capacity as an officer, director or beneficial owner of more than 10% of a registered class of securities of the Company;

 

(3) Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Form 3, 4 or 5 (including amendments thereto and joint filing agreements in connection therewith) and file such forms with the SEC and any stock exchange, self-regulatory association or any similar authority; and

 

(4) Take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact's discretion.

 

The undersigned hereby grants to each such attorney in fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming (nor is the Company assuming) any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company or Cooley LLP, as applicable.  

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below.

 

 

Date:    1/30/2021

 

By:        /s/Michael Schulman

Name: Michael Schulman

EX-24.3 5 attachment4.htm EX-24.3 DOCUMENT des-ex243_26.htm

POWER OF ATTORNEY

(For Executing Form ID and Forms 3, 4 and 5)

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of Michael E. Tenta, Brian F. Leaf, Mark Ballantyne, Emily Nekimken, April Paredes and Diane James of Cooley LLP, and John Celebi of Sensei Biotherapeutics, Inc. (the "Company"), the undersigned's true and lawful attorneys-in-fact and agents to:

 

(1) Prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the Securities and Exchange Commission (the "SEC") a Form ID, Uniform Application for Access Codes to File on EDGAR, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any rule or regulation thereunder;

 

(2) Prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the SEC Forms 3, 4 and 5 (including amendments thereto and joint filing agreements in connection therewith) in accordance with Section 16(a) of the Exchange Act and the rules thereunder in the undersigned's capacity as an officer, director or beneficial owner of more than 10% of a registered class of securities of the Company;

 

(3) Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Form 3, 4 or 5 (including amendments thereto and joint filing agreements in connection therewith) and file such forms with the SEC and any stock exchange, self-regulatory association or any similar authority; and

 

(4) Take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact's discretion.

 

The undersigned hereby grants to each such attorney in fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming (nor is the Company assuming) any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company or Cooley LLP, as applicable.  

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below.

 

Date:   1/30/2021

 

By:       /s/ Henry Samueli

Name: Henry Samueli

 

 EX-24.4 6 attachment5.htm EX-24.4 DOCUMENT des-ex244_27.htm

POWER OF ATTORNEY

(For Executing Form ID and Forms 3, 4 and 5)

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of Michael E. Tenta, Brian F. Leaf, Mark Ballantyne, Emily Nekimken, April Paredes and Diane James of Cooley LLP, and John Celebi of Sensei Biotherapeutics, Inc. (the "Company"), the undersigned's true and lawful attorneys-in-fact and agents to:

 

(1) Prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the Securities and Exchange Commission (the "SEC") a Form ID, Uniform Application for Access Codes to File on EDGAR, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any rule or regulation thereunder;

 

(2) Prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the SEC Forms 3, 4 and 5 (including amendments thereto and joint filing agreements in connection therewith) in accordance with Section 16(a) of the Exchange Act and the rules thereunder in the undersigned's capacity as an officer, director or beneficial owner of more than 10% of a registered class of securities of the Company;

 

(3) Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Form 3, 4 or 5 (including amendments thereto and joint filing agreements in connection therewith) and file such forms with the SEC and any stock exchange, self-regulatory association or any similar authority; and

 

(4) Take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact's discretion.

 

The undersigned hereby grants to each such attorney in fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming (nor is the Company assuming) any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company or Cooley LLP, as applicable.  

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below.

 

 

Date: 1/31/2021

 

By:   /s/ Susan Samueli

Name: Susan Samueli