0000899243-21-004880.txt : 20210203 0000899243-21-004880.hdr.sgml : 20210203 20210203212701 ACCESSION NUMBER: 0000899243-21-004880 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: 21588531 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: ARCH Venture Fund IX, L.P. CENTRAL INDEX KEY: 0001666306 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39941 FILM NUMBER: 21588532 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: ARCH Venture Fund IX Overage, L.P. CENTRAL INDEX KEY: 0001666307 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39941 FILM NUMBER: 21588533 BUSINESS ADDRESS: STREET 1: 8725 W. HIGGINS ROAD, SUITE 290 CITY: CHICAGO STATE: IL ZIP: 60631 BUSINESS PHONE: 773-380-6600 MAIL ADDRESS: STREET 1: 8725 W. HIGGINS ROAD, SUITE 290 CITY: CHICAGO STATE: IL ZIP: 60631 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ARCH Venture Fund X Overage, L.P. CENTRAL INDEX KEY: 0001757017 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39941 FILM NUMBER: 21588534 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: ARCH Venture Partners IX Overage, L.P. CENTRAL INDEX KEY: 0001723172 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39941 FILM NUMBER: 21588535 BUSINESS ADDRESS: STREET 1: 8755 W. HIGGINS ROAD STREET 2: SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 BUSINESS PHONE: 773-380-6600 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: ARCH Venture Partners X, L.P. CENTRAL INDEX KEY: 0001782583 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39941 FILM NUMBER: 21588536 BUSINESS ADDRESS: STREET 1: 8755 W. HIGGINS ROAD STREET 2: SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 BUSINESS PHONE: 7733806600 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: ARCH Venture Partners X Overage, L.P. CENTRAL INDEX KEY: 0001768905 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39941 FILM NUMBER: 21588537 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: ARCH Venture Partners IX, LLC CENTRAL INDEX KEY: 0001723174 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39941 FILM NUMBER: 21588538 BUSINESS ADDRESS: STREET 1: 8755 W. HIGGINS ROAD STREET 2: SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 BUSINESS PHONE: 773-380-6600 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: ARCH Venture Partners X, LLC CENTRAL INDEX KEY: 0001769012 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39941 FILM NUMBER: 21588539 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 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 0001666306 ARCH Venture Fund IX, L.P. 8755 WEST HIGGINS ROAD, SUITE 1025 CHICAGO IL 60631 0 0 1 0 0001666307 ARCH Venture Fund IX Overage, L.P. 8755 WEST HIGGINS ROAD, SUITE 1025 CHICAGO IL 60631 0 0 1 0 0001757017 ARCH Venture Fund X Overage, L.P. 8755 WEST HIGGINS ROAD, SUITE 1025 CHICAGO IL 60631 0 0 1 0 0001723172 ARCH Venture Partners IX Overage, L.P. 8755 WEST HIGGINS ROAD, SUITE 1025 CHICAGO IL 60631 0 0 1 0 0001782583 ARCH Venture Partners X, L.P. 8755 WEST HIGGINS ROAD, SUITE 1025 CHICAGO IL 60631 0 0 1 0 0001768905 ARCH Venture Partners X Overage, L.P. 8755 WEST HIGGINS ROAD, SUITE 1025 CHICAGO IL 60631 0 0 1 0 0001723174 ARCH Venture Partners IX, LLC 8755 WEST HIGGINS ROAD, SUITE 1025 CHICAGO IL 60631 0 0 1 0 0001769012 ARCH Venture Partners X, LLC 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 1 of 2. /s/ 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: Mark McDonnell,: attorney in-fact 2021-02-03 /s/ 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: Mark McDonnell, attorney in-fact 2021-02-03 /s/ ARCH Venture Fund IX, L.P., By: ARCH Venture Partners IX, L.P., its General Partner, By: ARCH Venture Partners IX, LLC, its General Partner, By: Mark McDonnell, attorney in-fact 2021-02-03 /s/ ARCH Venture Fund IX Overage, L.P., By: ARCH Venture Partners IX Overage, L.P., its General Partner, By: ARCH Venture Partners IX, LLC, its General Partner, By: Mark McDonnell, attorney in-fact 2021-02-03 /s/ ARCH Venture Partners X, L.P., its General Partner, By: ARCH Venture Partners X, LLC, its General Partner, By: Mark McDonnell, attorney in-fact 2021-02-03 /s/ ARCH Venture Partners X Overage, L.P., its General Partner, By: ARCH Venture Partners X, LLC, its General Partner, By: Mark McDonnell, attorney in-fact 2021-02-03 /s/ ARCH Venture Partners X, LLC, its General Partner, By: Mark McDonnell, attorney in-fact 2021-02-03 /s/ ARCH Venture Partners IX, L.P., its General Partner, By: ARCH Venture Partners IX, LLC, its General Partner, By: Mark McDonnell, attorney in-fact 2021-02-03 /s/ ARCH Venture Partners IX Overage, L.P., its General Partner, By: ARCH Venture Partners IX, LLC, its General Partner, By: Mark McDonnell, attorney in-fact 2021-02-03 /s/ ARCH Venture Partners IX, LLC, its General Partner, 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