0000315066-24-001687.txt : 20240403
0000315066-24-001687.hdr.sgml : 20240403
20240403095222
ACCESSION NUMBER: 0000315066-24-001687
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20240403
DATE AS OF CHANGE: 20240403
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: Sana Biotechnology, Inc.
CENTRAL INDEX KEY: 0001770121
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
ORGANIZATION NAME: 03 Life Sciences
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-92124
FILM NUMBER: 24817144
BUSINESS ADDRESS:
STREET 1: 188 EAST BLAINE STREET, SUITE 400
CITY: SEATTLE
STATE: WA
ZIP: 98102
BUSINESS PHONE: (206) 701-7914
MAIL ADDRESS:
STREET 1: 188 EAST BLAINE STREET, SUITE 400
CITY: SEATTLE
STATE: WA
ZIP: 98102
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: FMR LLC
CENTRAL INDEX KEY: 0000315066
STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000]
ORGANIZATION NAME:
IRS NUMBER: 043532603
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
BUSINESS ADDRESS:
STREET 1: 245 SUMMER STREET
CITY: BOSTON
STATE: MA
ZIP: 02210
BUSINESS PHONE: 6175706339
MAIL ADDRESS:
STREET 1: 245 SUMMER STREET
CITY: BOSTON
STATE: MA
ZIP: 02210
FORMER COMPANY:
FORMER CONFORMED NAME: FMR CORP
DATE OF NAME CHANGE: 19920717
SC 13G/A
1
filing.txt
SCHEDULE 13G
Amendment No.2
SANA BIOTECHNOLOGY INC
COMMON STOCK
Cusip #799566104
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
Cusip #799566104
Item 1: Reporting Person - FMR LLC
Item 2: (a) [ ]
(b) [ ]
Item 4: Delaware
Item 5: 22,166,171
Item 6: 0
Item 7: 22,167,550
Item 8: 0
Item 9: 22,167,550
Item 11: 10.055%
Item 12: HC
Cusip #799566104
Item 1: Reporting Person - Abigail P. Johnson
Item 2: (a) [ ]
(b) [ ]
Item 4: United States of America
Item 5: 0
Item 6: 0
Item 7: 22,167,550
Item 8: 0
Item 9: 22,167,550
Item 11: 10.055%
Item 12: IN
Item 1(a). Name of Issuer:
SANA BIOTECHNOLOGY INC
Item 1(b). Address of Issuer's Principal Executive Offices:
188 EAST BLAINE STREET, SUITE 400
SEATTLE, WA 98102
USA
Item 2(a). Name of Person Filing:
FMR LLC
Item 2(b). Address or Principal Business Office or, if None, Residence:
245 Summer Street, Boston, Massachusetts 02210
Item 2(c). Citizenship:
Not applicable
Item 2(d). Title of Class of Securities:
COMMON STOCK
Item 2(e). CUSIP Number:
799566104
Item 3. Not Applicable
Item 4. Ownership
(a) Amount Beneficially Owned: 22,167,550
(b) Percent of Class: 10.055%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: Please see the responses to
Items 5 and 6 on the cover page
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of: 22,167,550
(iv) shared power to dispose or to direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
One or more other persons are known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
COMMON STOCK of SANA BIOTECHNOLOGY INC. No one other person's interest in the
COMMON STOCK of SANA BIOTECHNOLOGY INC is more than five percent of the total
outstanding COMMON STOCK.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
See attached Exhibit A.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
April 2, 2024
Date
/s/ Richard Bourgelas
Signature
Richard Bourgelas
Duly authorized under Power of Attorney effective as of May 23, 2023, by and
on behalf of FMR LLC and its direct and indirect subsidiaries*
* This power of attorney is incorporated herein by reference to Exhibit 24 to
the Schedule 13G filed by FMR LLC on August 8, 2023, accession number:
0000315066-23-002397.
Exhibit A
Pursuant to the instructions in Item 7 of Schedule 13G, the following table
lists the identity and Item 3 classification, if applicable, of each relevant
entity that beneficially owns shares of the security class being reported on
this Schedule 13G.
Entity ITEM 3 Classification
Fidelity Management & Research Company LLC IA
Fidelity Management Trust Company BK
IMPRESA MANAGEMENT LLC IA
Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer
of FMR LLC.
Members of the Johnson family, including Abigail P. Johnson, are the
predominant owners, directly or through trusts, of Series B voting common
shares of FMR LLC, representing 49% of the voting power of FMR LLC. The
Johnson family group and all other Series B shareholders have entered into a
shareholders' voting agreement under which all Series B voting common shares
will be voted in accordance with the majority vote of Series B voting common
shares. Accordingly, through their ownership of voting common shares and the
execution of the shareholders' voting agreement, members of the Johnson family
may be deemed, under the Investment Company Act of 1940, to form a controlling
group with respect to FMR LLC.
This filing reflects the securities beneficially owned, or that may be deemed
to be beneficially owned, by FMR LLC, certain of its subsidiaries and
affiliates, and other companies (collectively, the "FMR Reporters"). This
filing does not reflect securities, if any, beneficially owned by certain
other companies whose beneficial ownership of securities is disaggregated from
that of the FMR Reporters in accordance with Securities and Exchange
Commission Release No. 34-39538 (January 12, 1998).
RULE 13d-1(k)(1) AGREEMENT
The undersigned persons, on April 2, 2024, agree and consent to the joint
filing on their behalf of this Schedule 13G in connection with their
beneficial ownership of the COMMON STOCK of SANA BIOTECHNOLOGY INC at April 1,
2024.
FMR LLC
By /s/ Richard Bourgelas
Richard Bourgelas
Duly authorized under Power of Attorney effective as of May 23, 2023, by and
on behalf of FMR LLC and its direct and indirect subsidiaries*
Abigail P. Johnson
By /s/ Richard Bourgelas
Richard Bourgelas
Duly authorized under Power of Attorney effective as of May 23, 2023, by and
on behalf of Abigail P. Johnson*
* This power of attorney is incorporated herein by reference to Exhibit 24 to
the Schedule 13G filed by FMR LLC on August 8, 2023, accession number:
0000315066-23-002397