Timothy K. Lu - Jun 8, 2022 Form 3 Insider Report for Senti Biosciences, Inc.\ (SNTI)

Role
CEO and President, Director
Signature
/s/ Mike Rhee, attorney-in-fact
Stock symbol
SNTI
Transactions as of
Jun 8, 2022
Transactions value $
$0
Form type
3
Date filed
6/15/2022, 06:00 PM
Next filing
Feb 2, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding SNTI Common Stock 559K Jun 8, 2022 Direct
holding SNTI Common Stock 528K Jun 8, 2022 See footnote F1
holding SNTI Common Stock 528K Jun 8, 2022 By spouse

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding SNTI Stock Option (Right to Buy) Jun 8, 2022 Common Stock 454K $2.66 Direct F2
holding SNTI Stock Option (Right to Buy) Jun 8, 2022 Common Stock 2.19M $9.92 Direct F3
holding SNTI Stock Option (Right to Buy) Jun 8, 2022 Common Stock 316K $9.92 Direct F4
holding SNTI Earnout Rights (Common Stock) Jun 8, 2022 Common Stock 22.8K See footnote F1, F5
holding SNTI Earnout Rights (Common Stock) Jun 8, 2022 Common Stock 22.8K See footnote F1, F6
holding SNTI Earnout Rights (Common Stock) Jun 8, 2022 Common Stock 22.8K By spouse F5
holding SNTI Earnout Rights (Common Stock) Jun 8, 2022 Common Stock 22.8K By spouse F6
holding SNTI Earnout Rights (Common Stock) Jun 8, 2022 Common Stock 24.2K Direct F5
holding SNTI Earnout Rights (Common Stock) Jun 8, 2022 Common Stock 24.2K Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The shares are held by Luminen Services, LLC, as trustee of the Luminen Trust, of which the reporting person is the settlor. The reporting person disclaims Section 16 beneficial ownership of the securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose.
F2 25% of the shares underlying this option vested on February 2, 2022 and the remainder vest in 36 substantially equal monthly installments thereafter, subject to the reporting person's continued service through the applicable vesting date.
F3 25% of the shares underlying this option vest on June 8, 2023 and the remainder vest in 36 substantially equal monthly installments thereafter, subject to the reporting person's continued service through the applicable vesting date.
F4 25% of the shares underlying this option vest on each date that the closing price of the Issuer's Common Stock equals or exceeds the applicable price per share ("Hurdle Price Per Share") for at least 20 out of 30 consecutive trading days (collectively, the "Performance Conditions" and the date on which an applicable Performance Condition is satisfied, an "Earned Date"). The Hurdle Price Per Share is $2.90, $3.87, $4.84 and $5.81, respectively. Once an applicable Performance Condition is satisfied, the applicable percentage of the shares subject to this option shall vest 50% on the later of the applicable Earned Date or the first anniversary of the date of grant of this Stock Option, and 50% on the later of the applicable Earned Date or the second anniversary of the date of grant, subject to the reporting person's continued service through the applicable vesting date.
F5 Each earnout right represents a contingent right to receive one share of the Issuer's Common Stock. The earnout rights vest, if on or before the date which is two (2) calendar years after June 8, 2022, the volume weighted average price of shares of the Issuer's Common Stock ("VWAP"), is greater than or equal to fifteen dollars ($15.00) over any twenty (20) trading days within any consecutive thirty (30) trading day period. If the target VWAP is not achieved during such period, the earnout rights will be forfeited.
F6 Each earnout right represents a contingent right to receive one share of the Issuer's Common Stock. The earnout rights vest, if on or before the date which is three (3) calendar years after June 8, 2022, the VWAP is greater than or equal to twenty dollars ($20.00) over any twenty (20) trading days within any consecutive thirty (30) trading day period. If the target VWAP is not achieved during such period, the earnout rights will be forfeited.

Remarks:

Exhibit 24 - Power of Attorney Effective immediately following the Effective Time as defined in that certain Business Combination Agreement dated as of December 19, 2021, as amended, by and among Senti Sub I, Inc. (f/k/a Senti Biosciences, Inc.), Issuer (f/k/a Dynamics Special Purpose Corp.), and Explore Merger Sub, Inc., the reporting person was elected as an executive officer and member of the board of directors of the Issuer.