SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* H&S INVESTMENTS I LP (Last) (First) (Middle) 2101 E. COAST HIGHWAY, 3RD FLOOR (Street) CORONA DEL MAR CA 92625 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Sensei Biotherapeutics, Inc. [ SNSE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/08/2021
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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	02/08/2021		C		4,361,835	A	(1)	4,425,998	D(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series AA Convertible Preferred Stock	(1)	02/08/2021		C			209,368,245	(1)	(1)	Common Stock	4,361,835	$0.00	0	D(2)

1. Name and Address of Reporting Person* H&S INVESTMENTS I LP (Last) (First) (Middle) 2101 E. COAST HIGHWAY, 3RD FLOOR (Street) CORONA DEL MAR CA 92625 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* H&S VENTURES LLC (Last) (First) (Middle) 2101 E. COAST HIGHWAY, 3RD FLOOR (Street) CORONA DEL MAR CA 92625 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SCHULMAN MICHAEL (Last) (First) (Middle) 2101 E. COAST HIGHWAY, 3RD FLOOR (Street) CORONA DEL MAR CA 92625 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SAMUELI HENRY (Last) (First) (Middle) 2101 E. COAST HIGHWAY, 3RD FLOOR (Street) CORONA DEL MAR CA 92625 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SAMUELI SUSAN (Last) (First) (Middle) 2101 E. COAST HIGHWAY, 3RD FLOOR (Street) CORONA DEL MAR CA 92625 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Each share of the Series AA Preferred Stock and Series BB Preferred Stock converted to 0.0208333 shares of the Issuer's common stock, effective immediately prior to the closing of the Issuer's initial public offering of its common stock. The Series AA Preferred Stock and Series BB Preferred Stock had 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.	02/10/2021
	/s/ Mark Ballantyne, Attorney-in-Fact for H&S Ventures LLC	02/10/2021
	/s/ Mark Ballantyne, Attorney-in-Fact for Michael Schulman	02/10/2021
	/s/ Mark Ballantyne, Attorney-in-Fact for Henry Samueli	02/10/2021
	/s/ Mark Ballantyne, Attorney-in-Fact for Susan Samueli	02/10/2021
	** Signature of Reporting Person	Date
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