0000899243-23-019165.txt : 20230915
0000899243-23-019165.hdr.sgml : 20230915
20230915190016
ACCESSION NUMBER: 0000899243-23-019165
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230913
FILED AS OF DATE: 20230915
DATE AS OF CHANGE: 20230915
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: AFEYAN NOUBAR
CENTRAL INDEX KEY: 0001222012
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39941
FILM NUMBER: 231259839
MAIL ADDRESS:
STREET 1: C/O FLAGSHIP PIONEERING, INC.
STREET 2: 55 CAMBRIDGE PARKWAY, SUITE 800E
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Flagship Pioneering Inc.
CENTRAL INDEX KEY: 0001400240
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39941
FILM NUMBER: 231259847
BUSINESS ADDRESS:
STREET 1: 55 CAMBRIDGE PARKWAY, SUITE 800E
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
BUSINESS PHONE: 617 868-1888
MAIL ADDRESS:
STREET 1: 55 CAMBRIDGE PARKWAY, SUITE 800E
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
FORMER NAME:
FORMER CONFORMED NAME: Flagship Ventures Management, Inc.
DATE OF NAME CHANGE: 20070522
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Flagship Ventures Fund V, L.P.
CENTRAL INDEX KEY: 0001627639
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39941
FILM NUMBER: 231259845
BUSINESS ADDRESS:
STREET 1: ONE MEMORIAL DRIVE, 7TH FLOOR
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
BUSINESS PHONE: 617-868-1888
MAIL ADDRESS:
STREET 1: ONE MEMORIAL DRIVE, 7TH FLOOR
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Flagship Pioneering Fund VI, L.P.
CENTRAL INDEX KEY: 0001716926
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39941
FILM NUMBER: 231259840
BUSINESS ADDRESS:
STREET 1: 55 CAMBRIDGE PARKWAY
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
BUSINESS PHONE: 617-868-1888
MAIL ADDRESS:
STREET 1: 55 CAMBRIDGE PARKWAY
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Flagship Ventures Fund V General Partner LLC
CENTRAL INDEX KEY: 0001724575
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39941
FILM NUMBER: 231259846
BUSINESS ADDRESS:
STREET 1: 55 CAMBRIDGE PARKWAY
STREET 2: SUITE 800E
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
BUSINESS PHONE: 617-868-1888
MAIL ADDRESS:
STREET 1: 55 CAMBRIDGE PARKWAY
STREET 2: SUITE 800E
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Flagship V VentureLabs Rx Fund, L.P.
CENTRAL INDEX KEY: 0001724939
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39941
FILM NUMBER: 231259844
BUSINESS ADDRESS:
STREET 1: 55 CAMBRIDGE PARKWAY
STREET 2: SUITE 800E
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
BUSINESS PHONE: 617-868-1888
MAIL ADDRESS:
STREET 1: 55 CAMBRIDGE PARKWAY
STREET 2: SUITE 800E
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Flagship Pioneering Fund VI General Partner LLC
CENTRAL INDEX KEY: 0001724957
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39941
FILM NUMBER: 231259841
BUSINESS ADDRESS:
STREET 1: 55 CAMBRIDGE PARKWAY
STREET 2: SUITE 800E
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
BUSINESS PHONE: 617-868-1888
MAIL ADDRESS:
STREET 1: 55 CAMBRIDGE PARKWAY
STREET 2: SUITE 800E
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Flagship VentureLabs V LLC
CENTRAL INDEX KEY: 0001724959
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39941
FILM NUMBER: 231259842
BUSINESS ADDRESS:
STREET 1: 55 CAMBRIDGE PARKWAY
STREET 2: SUITE 800E
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
BUSINESS PHONE: 617-868-1888
MAIL ADDRESS:
STREET 1: 55 CAMBRIDGE PARKWAY
STREET 2: SUITE 800E
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Flagship VentureLabs V Manager LLC
CENTRAL INDEX KEY: 0001768987
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39941
FILM NUMBER: 231259843
BUSINESS ADDRESS:
STREET 1: 55 CAMBRIDGE PARKWAY, SUITE 800E
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
BUSINESS PHONE: 617-868-1888
MAIL ADDRESS:
STREET 1: 55 CAMBRIDGE PARKWAY, SUITE 800E
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
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, 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
4
1
doc4.xml
FORM 4 SUBMISSION
X0508
4
2023-09-13
0
0001770121
Sana Biotechnology, Inc.
SANA
0001400240
Flagship Pioneering Inc.
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE
MA
02142
0
0
1
0
0001724575
Flagship Ventures Fund V General Partner LLC
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE
MA
02142
0
0
1
0
0001627639
Flagship Ventures Fund V, L.P.
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE
MA
02142
0
0
1
0
0001724939
Flagship V VentureLabs Rx Fund, L.P.
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE
MA
02142
0
0
1
0
0001768987
Flagship VentureLabs V Manager LLC
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE
MA
02142
0
0
1
0
0001724959
Flagship VentureLabs V LLC
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE
MA
02142
0
0
1
0
0001724957
Flagship Pioneering Fund VI General Partner LLC
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE
MA
02142
0
0
1
0
0001716926
Flagship Pioneering Fund VI, L.P.
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE
MA
02142
0
0
1
0
0001222012
AFEYAN NOUBAR
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE
MA
02142
0
0
1
0
0
Common Stock
2023-09-13
4
J
0
2825989
D
8615337
I
By Flagship VentureLabs V, LLC
Common Stock
2023-09-13
4
J
0
4926378
D
8057470
I
By Flagship Ventures Fund V, L.P.
Common Stock
2023-09-13
4
J
0
345069
D
1035208
I
By Flagship V VentureLabs Rx Fund, L.P.
Common Stock
2023-09-13
4
J
0
1181745
D
0
I
By Flagship Ventures Fund V General Partner LLC
Common Stock
2023-09-13
4
J
0
2431281
D
7293841
I
By Flagship Pioneering Fund VI, L.P.
Common Stock
2023-09-13
4
J
0
70813
D
0
I
By Flagship Pioneering Fund VI General Partner LLC
Common Stock
581695
I
See footnote
On September 13, 2023, Flagship VentureLabs V LLC ("VentureLabs V") distributed in-kind to its members, pro rata and without consideration, 2,825,989 shares of the Issuer's common stock. The aforementioned distribution was made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Securities Exchange Act of 1934, as amended.
Represents shares held directly by VentureLabs V. Flagship VentureLabs V Manager LLC ("VentureLabs V Manager") is the manager of VentureLabs V. Flagship Pioneering, Inc. ("Flagship Pioneering") is the manager of VentureLabs V Manager. Dr. Afeyan is the CEO and sole stockholder of Flagship Pioneering. Each of the reporting persons except VentureLabs V disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
On September 13, 2023, Flagship Ventures Fund V, L.P. ("Flagship Fund V") and Flagship V VentureLabs Rx Fund, L.P. ("Flagship Fund V Rx") distributed in-kind to their respective limited partners and sole general partner, Flagship Ventures Fund V General Partner, LLC ("Flagship Fund V GP"), pro rata and without consideration, 4,926,378 shares and 345,069 shares, respectively, of the Issuer's common stock. Flagship Fund V GP, in turn, distributed in-kind to its members, pro rata and without consideration, the aggregate of 1,181,745 shares it received from Flagship Fund V and Flagship Fund V Rx. The aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Securities Exchange Act of 1934, as amended.
Represents shares held directly by Flagship Fund V. Includes 2,240,555 shares received in the distribution-in-kind from VentureLabs V described in footnote (1) above. Flagship V GP is the general partner of Flagship Fund V. Dr. Afeyan is the sole manager of Flagship V GP. Each of the reporting persons except Flagship Fund V disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
Represents shares held directly by Flagship Fund V Rx. Flagship V GP is the general partner of Flagship Fund V Rx. Each of the reporting persons except Flagship Fund V Rx disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
Represents shares held directly by Flagship Fund V GP. Each of the reporting persons except Flagship Fund V GP disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
On September 13, 2023, Flagship Pioneering Fund VI, L.P. ("Flagship Fund VI") distributed in-kind to its limited partners and sole general partner, Flagship Pioneering Fund VI General Partner LLC ("Flagship Fund VI GP"), pro rata and without consideration, 2,431,281 shares of the Issuer's common stock. Flagship Fund VI GP, in turn, distributed in-kind to its members, pro rata and without consideration, the 70,813 shares it received from Flagship Fund VI. The aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Securities Exchange Act of 1934, as amended.
Represents shares held directly by Flagship Fund VI. Flagship Fund VI GP is the general partner of Flagship Fund VI. Flagship Pioneering is the manager of Flagship Fund VI GP. Each of the reporting persons except Flagship Fund VI disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
Represents shares held directly by Flagship Fund VI GP. Each of the reporting persons except Flagship Fund VI GP disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
Consists of (i) 21,641 shares held directly by Dr. Afeyan, (ii) 20,606 shares held through a trust for the benefit of Dr. Afeyan's children (the "Trust") and (iii) 539,448 shares held by VENBA Holdings LLC ("VENBA"), an estate planning entity of which Dr. Afeyan is the sole manager. Represents an aggregate of 581,695 shares received in the distributions-in-kind described in footnotes (1), (3) and (7) above. Dr. Afeyan disclaims beneficial ownership of the shares held by the Trust and VENBA except to the extent of his pecuniary interest therein, if any.
Flagship Pioneering, Inc., By: /s/ Noubar B. Afeyan, Ph.D., Title: CEO
2023-09-15
Flagship Ventures Fund V General Partner LLC, By: /s/ Noubar B. Afeyan, Ph.D., Title: Manager
2023-09-15
Flagship Ventures Fund V, L.P., By: Flagship Ventures Fund V General Partner LLC, its General Partner, By: /s/ Noubar B. Afeyan, Ph.D., Title: Manager
2023-09-15
Flagship V VentureLabs Rx Fund, L.P., By: Flagship Ventures Fund V General Partner LLC, its General Partner, By: /s/ Noubar B. Afeyan, Ph.D., Title: Manager
2023-09-15
Flagship VentureLabs V Manager, LLC, By: Flagship Pioneering, Inc., its Manager, By: /s/ Noubar B. Afeyan. Ph.D., Title: CEO
2023-09-15
Flagship VentureLabs V LLC, By: Flagship VentureLabs V Manager, LLC, its Manager, By: Flagship Pioneering, Inc., its Manager, By: /s/ Noubar B. Afeyan. Ph.D., Title: CEO
2023-09-15
Flagship Pioneering Fund VI General Partner LLC, By: Flagship Pioneering, Inc., its Manager, By: /s/ Noubar B. Afeyan, Ph.D., Title: CEO
2023-09-15
Flagship Pioneering Fund VI, L.P., By: Flagship Pioneering Fund VI General Partner LLC, its General Partner, By: Flagship Pioneering, Inc., its Manager, By: /s/ Noubar B. Afeyan, Ph.D., Title: CEO
2023-09-15
/s/ Noubar B. Afeyan, Ph.D.
2023-09-15