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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 5)¹

Sensei Biotherapeutics, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

81728A108

(CUSIP Number)

Julien Hoefer

Apeiron Investment Group Ltd.

Beatrice, at 66 & 67 Amery Street

SLM1707, Sliema, Malta

+356 9960 9158

STEVE WOLOSKY

KENNETH MANTEL

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

June 1, 2023

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☒.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”). This Amendment No. 5 amends the Schedule 13D as specifically set forth herein.

Item 3 is hereby amended and restated to read as follows:

As described in Item 5 below, as of the date hereof, the Reporting Persons no longer beneficially own any Shares.

Item 4 is hereby amended to add the following:

As previously disclosed, the Reporting Persons entered into the Purchase Agreement (as defined in Amendment No. 4 to the Schedule 13D) with the Issuer pursuant to which the Issuer agreed to purchase 4,454,248 Shares from certain of the Reporting Persons for a purchase price of $1.58 per share. The closing of the transaction (the “Closing”) has taken place and, as a result, the Reporting Persons no longer beneficially own any Shares. In addition, pursuant to the Purchase Agreement, effective upon the Closing, Apeiron withdrew its nomination of director candidates for election to the Issuer’s Board of Directors.

Items 5(a) – (c) and (e) are hereby amended and restated to read as follows:

(a), (b) As of the close of business on the date hereof, none of the Reporting Persons beneficially owned any Shares, constituting 0% of the Shares outstanding.

(c) Other than the sale of Shares to the Issuer upon the Closing in accordance with the terms of the Purchase Agreement, the Reporting Persons have not entered into any transactions in the Shares since the filing of Amendment No. 4 to the Schedule 13D.

(e) As of June 1, 2023, the Reporting Persons ceased to be the beneficial owner of more than 5% of the outstanding Shares.

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: June 2, 2023