SEC Filing | Sensei Biotherapeutics, Inc

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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^*

Cambrian BioPharma Inc

(Last)

(First)

(Middle)

19 MORRIS AVE

BROOKLYN NAVY YARD BUILDING, 128

(Street)

BROOKLYN

11025

(City)

(State)

(Zip)

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

3. Issuer Name and Ticker or Trading Symbol
Sensei Biotherapeutics, Inc. [ SNSE ]

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

Director	X	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	2,282,825	D⁽¹⁾

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 AA Preferred Convertible Stock	⁽²⁾	⁽²⁾	Common Stock	110,729,827	⁽²⁾	D⁽¹⁾
Series BB Preferred Convertible Stock	⁽²⁾	⁽²⁾	Common Stock	4,821,996	⁽²⁾	D⁽¹⁾
Stock Option (Right to Buy)	⁽³⁾	08/04/2030	Common Stock	19,520	3.22	D⁽¹⁾

Explanation of Responses:

1. The shares are held by Cambrian Biopharma, Inc., a Delaware corporation ("Cambrian"). The Chief Executive Officer of Cambrian, James Peyer, may direct the voting and disposition of the shares held by Cambrian, subject in certain instances to the approval of Cambrian's Board of Directors. Mr. Peyer disclaims beneficial ownership of such shares.

2. Each share of the Series AA Preferred Stock and Series BB Preferred Stock is convertible, at any time, at the holder's election, into 0.0208333 shares of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series AA Preferred Stock and Series BB Preferred Stock will automatically convert into 0.0208333 shares of the Issuer's common stock. The Series AA Preferred Stock and Series BB Preferred Stock haves no expiration date. Mr. Peyer disclaims beneficial ownership of such shares.

3. The shares subject to the option vest monthly over twenty-four (24) months from the vesting commencement date, March 31, 2020, subject to the continuous service of James Peyer on the Issuer's Board of Directors. Mr. Peyer is the Chief Executive Officer of Cambrian and disclaims beneficial ownership of such shares.

Remarks:

Exhibit 24- Power of Attorney

	Cambrian Biopharma, Inc. By: /s/ James Peyer James Peyer CEO	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).
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