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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
H&S INVESTMENTS I LP
(Last) (First) (Middle)
2101 E. COAST HIGHWAY, 3RD FLOOR
(Street)
CORONA DEL MAR CA 92625
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Sensei Biotherapeutics, Inc. [ SNSE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/08/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/08/2021 C 4,361,835 A (1) 4,425,998 D(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series AA Convertible Preferred Stock (1) 02/08/2021 C 209,368,245 (1) (1) Common Stock 4,361,835 $0.00 0 D(2)
1. Name and Address of Reporting Person*
H&S INVESTMENTS I LP
(Last) (First) (Middle)
2101 E. COAST HIGHWAY, 3RD FLOOR
(Street)
CORONA DEL MAR CA 92625
(City) (State) (Zip)
1. Name and Address of Reporting Person*
H&S VENTURES LLC
(Last) (First) (Middle)
2101 E. COAST HIGHWAY, 3RD FLOOR
(Street)
CORONA DEL MAR CA 92625
(City) (State) (Zip)
1. Name and Address of Reporting Person*
SCHULMAN MICHAEL
(Last) (First) (Middle)
2101 E. COAST HIGHWAY, 3RD FLOOR
(Street)
CORONA DEL MAR CA 92625
(City) (State) (Zip)
1. Name and Address of Reporting Person*
SAMUELI HENRY
(Last) (First) (Middle)
2101 E. COAST HIGHWAY, 3RD FLOOR
(Street)
CORONA DEL MAR CA 92625
(City) (State) (Zip)
1. Name and Address of Reporting Person*
SAMUELI SUSAN
(Last) (First) (Middle)
2101 E. COAST HIGHWAY, 3RD FLOOR
(Street)
CORONA DEL MAR CA 92625
(City) (State) (Zip)
Explanation of Responses:
1. Each share of the Series AA Preferred Stock and Series BB Preferred Stock converted to 0.0208333 shares of the Issuer's common stock, effective immediately prior to the closing of the Issuer's initial public offering of its common stock. The Series AA Preferred Stock and Series BB Preferred Stock had no expiration date.
2. The shares are held by H&S Investments I, L.P ("H&S Investments"), H&S Ventures, LLC ("H&S Ventures"), its general partner, and Michael Shulman, manager of H&S Ventures may be deemed to have voting and dispositive power with respect to the shares held. Henry Samueli and Susan Samueli are the non-managing members of H&S Ventures and each have the right to replace the managing member of H&S Ventures at any time. Henry Samueli and Susan Samueli may be deemed to beneficially own any shares directly owned by H&S Investments.
Remarks:
/s/ Mark Ballantyne, Attorney-in-Fact for H&S Investments I, L.P. 02/10/2021
/s/ Mark Ballantyne, Attorney-in-Fact for H&S Ventures LLC 02/10/2021
/s/ Mark Ballantyne, Attorney-in-Fact for Michael Schulman 02/10/2021
/s/ Mark Ballantyne, Attorney-in-Fact for Henry Samueli 02/10/2021
/s/ Mark Ballantyne, Attorney-in-Fact for Susan Samueli 02/10/2021
** 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 4 (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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