View:
Download DOC
Download PDF
Download XLS
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
X
 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*
Apeiron Investment Group Ltd.
(Last) (First) (Middle)
BEATRICE, AT 66 & 67 AMERY STREET
(Street)
SLIEMA O1 SLM1707
(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)
06/01/2023
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
Rule 10b5-1(c) Transaction Indication

  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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(1) 06/01/2023 S 2,485,923 D $1.58 0 I By Apeiron Investment Group Ltd.(2)
Common Stock(1) 06/01/2023 S 955,738 D $1.58 0 I By Presight Sensei Co-Invest Fund, L.P.(3)
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
1. Name and Address of Reporting Person*
Apeiron Investment Group Ltd.
(Last) (First) (Middle)
BEATRICE, AT 66 & 67 AMERY STREET
(Street)
SLIEMA O1 SLM1707
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Angermayer Christian
(Last) (First) (Middle)
BEATRICE, AT 66 & 67 AMERY STREET
(Street)
SLIEMA O1 SLM1707
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Presight Sensei Co-Invest Fund, L.P.
(Last) (First) (Middle)
340 S. LEMON AVE., # 3391
(Street)
WALNUT CA 91789
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Presight Co-Invest Management, L.L.C.
(Last) (First) (Middle)
340 S. LEMON AVE. #3391
(Street)
WALNUT CA 91789
(City) (State) (Zip)
Explanation of Responses:
1. This Form 4 is filed jointly by Apeiron Investment Group Ltd. ("Apeiron"), Christian Angermayer, Presight Sensei Co-Invest Fund, L.P. ("Presight Co-Invest") and Presight Sensei Co-Invest Management, L.L.C. ("Presight Co-Invest Management", and collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that previously beneficially owned over 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
2. Securities owned directly by Apeiron. Mr. Angermayer, as the majority shareholder of Apeiron, may be deemed to beneficially own the securities owned directly by Apeiron.
3. Securities owned directly by Presight Co-Invest. As the general partner of Presight Co-Invest, Presight Co-Invest Management may be deemed to beneficially own the securities owned directly by Presight Co-Invest. As the sole member of Presight Co-Invest Management, Apeiron may be deemed to beneficially own the securities owned directly by Presight Co-Invest. Mr. Angermayer, as the majority shareholder of Apeiron, may be deemed to beneficially own the securities owned directly by Presight Co-Invest.
Apeiron Investment Group Ltd., By: /s/ Julien Hofer, Director 06/02/2023
/s/ Christian Angermayer 06/02/2023
Presight Sensei Co-Invest Fund, L.P., By: Presight Sensei Co-Invest Management, L.L.C. its general partner, By: Apeiron Investment Group Ltd., its sole member, By: /s/ Julien Hofer, Director 06/02/2023
Presight Sensei Co-Invest Management, L.L.C. By: Apeiron Investment Group Ltd., its sole member, By: /s/ Julien Hofer, Director 06/02/2023
** 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.