Eli Casdin - Jun 17, 2021 Form 3 Insider Report for Century Therapeutics, Inc. (IPSC)

Role: Director
Signature: By: /s/ Michael Diem, Attorney-in-Fact
Stock symbol: IPSC
Transactions as of: Jun 17, 2021
Transactions value $: $0
Form type: 3
Date filed: 6/17/2021, 05:09 PM
Next filing: Jun 22, 2021

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	IPSC	Series C Preferred Stock							Jun 17, 2021	Common Stock	2.46M		See Footnote	F1, F2, F3

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

Explanation of Responses:

Id	Content
F1	Shares of Series C Preferred Stock have no expiration date and are convertible, at the option of the holder, into shares of Common Stock at the then-effective conversion rate for no additional consideration (subject to the payment of cash in lieu of any fractional shares in accordance with the Issuer's Amended and Restated Certificate of Incorporation (as amended, the "Certificate of Incorporation")). The shares of Series C Preferred Stock will automatically convert into shares of Common Stock at the then-effective conversion rate for no additional consideration (subject to the payment in cash in lieu of any fractional shares in accordance with the Certificate of Incorporation) immediately prior to the closing of the Issuer's initial public offering.
F2	Shares of Series C Preferred Stock are convertible into shares of Common Stock at a 2.5161-for-1 conversion rate, which is the applicable conversion rate as of the date hereof.
F3	Consists of (i) 3,090,250 shares of Series C Preferred Stock directly held by Casdin Partners Master Fund, L.P. ("Casdin PMF") and (ii) 3,090,250 shares of Series C Preferred Stock directly held by Casdin Private Growth Equity Fund, L.P. ("Casdin PGEF"). Casdin Capital, LLC is the investment adviser to each of Casdin PMF and Casdin PGEF. Casdin Partners GP, LLC ("Casdin GP") is the general partner of Casdin PMF and Casdin Private Growth Equity Fund GP, LLC ("Casdin PGEF GP") is the general partner of Casdin PGEF. Mr. Casdin is the managing member of Casdin Capital, LLC and Casdin Partners GP, LLC. As such, each of Casdin Capital, LLC, Casdin Partners GP, LLC, and Mr. Casdin may be deemed to beneficially own the securities held by Casdin PMF and each of Casdin Capital, LLC, Casdin PGEF GP, and Mr. Casdin may be deemed to beneficially own the securities held by Casdin PGEF.