SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

NELSEN ROBERT

(Last)

(First)

(Middle)

8755 WEST HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/03/2021

3. Issuer Name and Ticker or Trading Symbol
Sana Biotechnology, Inc. [ SANA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	147,500	I	See Footnotes⁽¹⁾⁽³⁾⁽⁷⁾
Common Stock	145,000	I	See Footnotes⁽²⁾⁽³⁾⁽⁷⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-1 Convertible Preferred Stock	⁽⁸⁾	⁽⁹⁾	Common Stock	3,687,500	⁽⁸⁾	I	See Footnotes⁽¹⁾⁽³⁾⁽⁷⁾
Series A-1 Convertible Preferred Stock	⁽⁸⁾	⁽⁹⁾	Common Stock	3,687,500	⁽⁸⁾	I	See Footnotes⁽²⁾⁽³⁾⁽⁷⁾
Series A-2 Convertible Preferred Stock	⁽⁸⁾	⁽⁹⁾	Common Stock	5,687,500	⁽⁸⁾	I	See Footnotes⁽¹⁾⁽³⁾⁽⁷⁾
Series A-2 Convertible Preferred Stock	⁽⁸⁾	⁽⁹⁾	Common Stock	9,375,000	⁽⁸⁾	I	See Footnotes⁽⁴⁾⁽⁶⁾⁽⁷⁾
Series A-2 Convertible Preferred Stock	⁽⁸⁾	⁽⁹⁾	Common Stock	9,375,000	⁽⁸⁾	I	See Footnotes⁽⁵⁾⁽⁶⁾⁽⁷⁾
Series A-2 Convertible Preferred Stock	⁽⁸⁾	⁽⁹⁾	Common Stock	5,687,500	⁽⁸⁾	I	See Footnotes⁽²⁾⁽³⁾⁽⁷⁾
Series B Convertible Preferred Stock	⁽⁸⁾	⁽⁹⁾	Common Stock	781,250	⁽⁸⁾	I	See Footnotes⁽¹⁾⁽³⁾⁽⁷⁾
Series B Convertible Preferred Stock	⁽⁸⁾	⁽⁹⁾	Common Stock	781,250	⁽⁸⁾	I	See Footnotes⁽²⁾⁽³⁾⁽⁷⁾
Series B Convertible Preferred Stock	⁽⁸⁾	⁽⁹⁾	Common Stock	2,343,750	⁽⁸⁾	I	See Footnotes⁽⁴⁾⁽⁶⁾⁽⁷⁾
Series B Convertible Preferred Stock	⁽⁸⁾	⁽⁹⁾	Common Stock	2,343,750	⁽⁸⁾	I	See Footnotes⁽⁵⁾⁽⁶⁾⁽⁷⁾

Explanation of Responses:

1. These shares are directly held 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.

2. These shares are directly held 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.

3. ARCH Venture Partners IX, LLC (AVP IX LLC) is the sole general partner of each of AVP IX LP and AVP IX Overage LP. The Reporting Person is a managing director of AVP IX LLC ("AVP IX MD"). 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 the AVP IX MD 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 and AVP IX LLCeach disclaim beneficial ownership except to the extent of any pecuniary interest therein.

4. These shares are directly held 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.

5. These shares are directly held 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.

6. ARCH Venture Partners X, LLC (AVP X LLC) is the sole general partner of each of AVP X LP and AVP X Overage LP. The Reporting Person is on the investment committee of AVP X LLC ("AVP X Committee Member"). 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 the AVP X Committee Member 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, and AVP X LLC, each disclaim beneficial ownership except to to the extent of any pecuniary interest therein.

7. The Reporting Person is an AVP IX MD and an AVP X Committee Member and may be deemed to beneficially own the shares held by ARCH IX, ARCH IX Overage, ARCH X, and ARCH X Overage. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any.

8. 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.

9. The expiration date is not relevant to the conversion of these securities.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ James J. MacDonald, Attorney-in-Fact for Robert Nelsen	02/03/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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