0000899243-21-004886.txt : 20210203 0000899243-21-004886.hdr.sgml : 20210203 20210203213032 ACCESSION NUMBER: 0000899243-21-004886 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20210203 FILED AS OF DATE: 20210203 DATE AS OF CHANGE: 20210203 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ARCH Venture Fund X, L.P. CENTRAL INDEX KEY: 0001757011 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39941 FILM NUMBER: 21588548 BUSINESS ADDRESS: STREET 1: 8755 W. HIGGINS ROAD, SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 BUSINESS PHONE: 773-380-6600 MAIL ADDRESS: STREET 1: 8755 W. HIGGINS ROAD, SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CRANDELL KEITH CENTRAL INDEX KEY: 0001219039 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39941 FILM NUMBER: 21588549 MAIL ADDRESS: STREET 1: 8755 W. HIGGINS ROAD STREET 2: SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BYBEE CLINTON CENTRAL INDEX KEY: 0001219043 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39941 FILM NUMBER: 21588550 MAIL ADDRESS: STREET 1: 8755 W. HIGGINS ROAD STREET 2: SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Burow Kristina CENTRAL INDEX KEY: 0001569248 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39941 FILM NUMBER: 21588551 MAIL ADDRESS: STREET 1: 8755 W. HIGGINS ROAD STREET 2: SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GILLIS STEVEN CENTRAL INDEX KEY: 0001229592 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39941 FILM NUMBER: 21588552 MAIL ADDRESS: STREET 1: 8755 W. HIGGINS ROAD STREET 2: SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Sana Biotechnology, Inc. CENTRAL INDEX KEY: 0001770121 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 188 EAST BLAINE STREET, SUIT 400 CITY: SEATTLE STATE: WA ZIP: 98102 BUSINESS PHONE: (206) 701-7914 MAIL ADDRESS: STREET 1: 188 EAST BLAINE STREET, SUIT 400 CITY: SEATTLE STATE: WA ZIP: 98102 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-02-03 0 0001770121 Sana Biotechnology, Inc. SANA 0001757011 ARCH Venture Fund X, L.P. 8755 WEST HIGGINS ROAD SUITE 1025 CHICAGO IL 60631 0 0 1 0 0001219039 CRANDELL KEITH 8755 WEST HIGGINS ROAD, SUITE 1025 CHICAGO IL 60631 0 0 1 0 0001219043 BYBEE CLINTON 8755 WEST HIGGINS ROAD, SUITE 1025 CHICAGO IL 60631 0 0 1 0 0001569248 Burow Kristina 8755 WEST HIGGINS ROAD, SUITE 1025 CHICAGO IL 60631 0 0 1 0 0001229592 GILLIS STEVEN 8755 WEST HIGGINS ROAD, SUITE 1025 CHICAGO IL 60631 0 0 1 0 Common Stock 147500 I See Footnotes Common Stock 145000 I See Footnotes Series A-1 Convertible Preferred Stock Common Stock 3687500 I See Footnotes Series A-1 Convertible Preferred Stock Common Stock 3687500 I See Footnotes Series A-2 Convertible Preferred Stock Common Stock 5687500 I See Footnotes Series A-2 Convertible Preferred Stock Common Stock 9375000 I See Footnotes Series A-2 Convertible Preferred Stock Common Stock 9375000 I See Footnotes Series A-2 Convertible Preferred Stock Common Stock 5687500 I See Footnotes Series B Convertible Preferred Stock Common Stock 781250 I See Footnotes Series B Convertible Preferred Stock Common Stock 781250 I See Footnotes Series B Convertible Preferred Stock Common Stock 2343750 I See Footnotes Series B Convertible Preferred Stock Common Stock 2343750 I See Footnotes 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. Represents shares held directly by ARCH Venture Fund IX Overage, L.P. (ARCH IX Overage). ARCH Venture Partners IX Overage, L.P. (AVP IX Overage LP) is the sole general partner of ARCH IX Overage. ARCH Venture Partners IX, LLC (AVP IX LLC) is the sole general partner of each of AVP IX LP and 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 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 to the extent of any pecuniary interest therein. Represents shares held directly by ARCH Venture Fund X, L.P. (ARCH X). ARCH Venture Partners X, L.P. (AVP X LP) is the sole general partner of ARCH X. Represents shares held directly by ARCH Venture Fund X Overage, L.P. (ARCH X Overage). ARCH Venture Partners X Overage, L.P. (AVP X Overage LP) is the sole general partner of ARCH X Overage. ARCH Venture Partners X, LLC (AVP X LLC) is the sole general partner of each of AVP X LP and AVP X Overage LP. Keith Crandell, Kristina Burow and Steven Gillis are members of the investment committee of AVP X LLC (the AVP X Committee Members). 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. The shares of Issuer's Preferred Stock automatically convert into shares of Issuer's Common Stock, for no additional consideration, on a 1-for-1 basis immediately prior to the consummation of Issuer's initial public offering. The expiration date is not relevant to the conversion of these securities. Exhibit 24 - Power of Attorney. Exhibit 24.1 - Power of Attorney Form 2 of 2. /s/ Keith Crandell, By: Mark McDonnell, attorney in-fact 2021-02-03 /s/ Clinton Bybee, By: Mark McDonnell, attorney in-fact 2021-02-03 /s/ Kristina Burow, By: Mark McDonnell, attorney in-fact 2021-02-03 /s/ Steven Gillis, By: Mark McDonnell, attorney in-fact 2021-02-03 EX-24 2 attachment1.htm EX-24 DOCUMENT 
                                                                      Exhibit 24

                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints Mark McDonnell his true and lawful attorney-in-
fact, with full power of substitution, to sign any and all instruments,
certificates and documents that may be necessary, desirable or appropriate to be
executed on behalf of himself as an individual or in his capacity as a direct or
indirect general partner, director, officer or manager of any partnership,
corporation or limited liability company, pursuant to section 13 or 16 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and
all regulations promulgated thereunder, and to file the same, with all exhibits
thereto, and any other documents in connection therewith, with the Securities
and Exchange Commission, and with any other entity when and if such is mandated
by the Exchange Act or by the Financial Industry Regulatory Authority, granting
unto said attorney-in-fact full power and authority to do and perform each and
every act and thing necessary, desirable or appropriate, fully to all intents
and purposes as he might or could do in person, thereby ratifying and confirming
all that said attorney-in-fact, or his substitutes, may lawfully do or cause to
be done by virtue hereof.

        IN WITNESS WHEREOF, this Power of Attorney has been signed as of the
29th day of January, 2021.

                        ARCH VENTURE FUND X, L.P.

                        By: ARCH Venture Partners X, L.P.
                            its General Partner

                            By: ARCH Venture Partners X, LLC.
                                its General Partner

                                By: /s/ Keith Crandell
                                    ----------------------------
                                    Managing Director


                        ARCH VENTURE PARTNERS X, L.P.

                        By: ARCH Venture Partners X, LLC
                            its General Partner

                            By: /s/ Keith Crandell
                                --------------------------
                                Managing Director


                        ARCH VENTURE PARTNERS X, LLC

                        By: /s/ Keith Crandell
                            -----------------------
                            Managing Director


                            /s/ Keith Crandell
                            -----------------------
                            Keith Crandell


                            /s/ Robert Nelsen
                            -----------------------
                            Robert Nelsen


                            /s/ Kristina Burow
                            -----------------------
                            Kristina Burow


                            /s/ Steven Gillis
                            -------------------------
                            Steven Gillis
EX-24.1 3 attachment2.htm EX-24.1 DOCUMENT 
                                                                    Exhibit 24.1

                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints Mark McDonnell his true and lawful attorney-in-
fact, with full power of substitution, to sign any and all instruments,
certificates and documents that may be necessary, desirable or appropriate to be
executed on behalf of himself as an individual or in his capacity as a direct or
indirect general partner, director, officer or manager of any partnership,
corporation or limited liability company, pursuant to section 13 or 16 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and
all regulations promulgated thereunder, and to file the same, with all exhibits
thereto, and any other documents in connection therewith, with the Securities
and Exchange Commission, and with any other entity when and if such is mandated
by the Exchange Act or by the Financial Industry Regulatory Authority, granting
unto said attorney-in-fact full power and authority to do and perform each and
every act and thing necessary, desirable or appropriate, fully to all intents
and purposes as he might or could do in person, thereby ratifying and confirming
all that said attorney-in-fact, or his substitutes, may lawfully do or cause to
be done by virtue hereof.

        IN WITNESS WHEREOF, this Power of Attorney has been signed as of the
29th day of January, 2021.

                               ARCH VENTURE FUND X OVERAGE, L.P.

                               By: ARCH Venture Partners X Overage, L.P.
                                   its General Partner

                                   By: ARCH Venture Partners X, LLC.
                                       its General Partner

                                       By: /s/ Keith Crandell
                                           ---------------------------
                                           Managing Director


                               ARCH VENTURE PARTNERS X OVERAGE, L.P.

                               By: ARCH Venture Partners X, LLC
                                   its General Partner

                                   By: /s/ Keith Crandell
                                       -------------------------------
                                       Managing Director


                               ARCH VENTURE PARTNERS X, LLC

                               By: /s/ Keith Crandell
                                   ----------------------------
                                   Managing Director


                                   /s/ Keith Crandell
                                   ----------------------------
                                   Keith Crandell


                                   /s/ Robert Nelsen
                                   ----------------------------
                                   Robert Nelsen


                                   /s/ Kristina Burow
                                   ----------------------------
                                   Kristina Burow


                                   /s/ Steven Gillis
                                   ----------------------------
                                   Steven Gillis