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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Sensei Biotherapeutics, Inc. [ SNSE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/15/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 02/17/2023 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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(1) | 02/15/2023 | A | 51,893(2) | A | $0.00 | 110,003(1)(3) | D | |||
Common Stock | 02/15/2023 | A | 21,300(4) | A | $0.00 | 131,303(1)(3) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Stock Option (Right to Buy) | $1.43 | 02/15/2023 | A | 90,000 | (5) | 02/14/2033 | Common Stock | 90,000 | $0.00 | 90,000 | D |
Explanation of Responses: |
1. This amendment is being filed solely to correct the number of shares beneficially owned. Due to administrative error the original filing did not include shares purchased under the Issuer's Employee Stock Purchase Plan ("ESPP"). |
2. These shares represent restricted stock units (the "RSUs"). Each RSU represents a contingent right to receive one share of the common stock of the Issuer. The shares underlying the RSUs are fully vested. |
3. Share balance includes stock purchased under the ESPP not previously reported. |
4. These shares represent RSUs. Each RSU represents a contingent right to receive one share of the common stock of the Issuer. The shares underlying the RSUs vest in four equal annual installments on each of February 15, 2024, February 15, 2025, February 15, 2026 and February 15, 2027, subject to the Reporting Person's continuous service with the Issuer as of each such date. |
5. The option shall vest over a period of four years as follows: 25% of the total number of shares subject to the option shall vest on February 15, 2024, and the remainder will vest 1/48th of total number of shares subject to the option monthly thereafter over the remaining three years, subject to the Reporting Person's continuous service with the Issuer as of each such date. |
Remarks: |
/s/ Mark Ballantyne, Attorney-in-Fact | 03/29/2023 | |
** 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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |