Flagship Pioneering Fund VII General Partner LLC - Feb 12, 2024 Form 3 Insider Report for Sana Biotechnology, Inc. (SANA)

Role: 10%+ Owner
Signature: Flagship Pioneering Fund VII General Partner LLC, By: Flagship Pioneering, Inc., its manager, By: /s/ Noubar B. Afeyan, PhD., Chief Executive Officer
Stock symbol: SANA
Transactions as of: Feb 12, 2024
Transactions value $: $0
Form type: 3
Date filed: 2/14/2024, 04:00 PM
Previous filing: Feb 27, 2023
Next filing: May 24, 2024

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	SANA	Pre-Funded Warrants to purchase Common Stock							Feb 12, 2024	Common Stock	2.73M	$0.00	By Flagship Pioneering Fund VII, L.P.	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On February 12, 2024, pursuant to an underwritten public offering by the Issuer, Flagship Pioneering Fund VII, L.P. ("Flagship Fund VII") acquired pre-funded warrants to purchase 2,727,272 shares of Common Stock (the "Pre-Funded Warrants") at a purchase price of $5.4999 per Pre-Funded Warrant. The Pre-Funded Warrants do not have an expiration date.
F2	Shares held by Flagship Fund VII. Flagship Pioneering Fund VII General Partner LLC ("Flagship Fund VII GP") is the general partner of Flagship Fund VII. Flagship Pioneering, Inc. ("Flagship Pioneering") is the manager of Flagship Fund VII GP. Noubar B. Afeyan, Ph.D. is the Chief Executive Officer, sole shareholder and director of Flagship Pioneering. Each of the reporting persons except Flagship Fund VII disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

Content

On February 12, 2024, pursuant to an underwritten public offering by the Issuer, Flagship Pioneering Fund VII, L.P. ("Flagship Fund VII") acquired pre-funded warrants to purchase 2,727,272 shares of Common Stock (the "Pre-Funded Warrants") at a purchase price of $5.4999 per Pre-Funded Warrant. The Pre-Funded Warrants do not have an expiration date.

Shares held by Flagship Fund VII. Flagship Pioneering Fund VII General Partner LLC ("Flagship Fund VII GP") is the general partner of Flagship Fund VII. Flagship Pioneering, Inc. ("Flagship Pioneering") is the manager of Flagship Fund VII GP. Noubar B. Afeyan, Ph.D. is the Chief Executive Officer, sole shareholder and director of Flagship Pioneering. Each of the reporting persons except Flagship Fund VII disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.