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

Role: 10%+ Owner
Signature: /s/ Christian Bank, on behalf of Bayer Aktiengesellschaft
Stock symbol: IPSC
Transactions as of: Jun 17, 2021
Transactions value $: $0
Form type: 3
Date filed: 6/17/2021, 05:50 PM
Next filing: Jun 23, 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 B Preferred Stock							Jun 17, 2021	Common Stock	10.4M		Direct	F1, F2, F3
holding	IPSC	Series C Preferred Stock							Jun 17, 2021	Common Stock	1.54M		Direct	F1, F3, F4

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

Explanation of Responses:

Id	Content
F1	Shares of Series B and Series C Preferred Stock (collectively, the "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 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 B 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	The securities reported are held directly by Bayer World Investments B.V., a Dutch private limited company, which is an indirect, wholly owned subsidiary of Bayer Aktiengesellschaft, a German stock corporation. Accordingly, Bayer Aktiengesellschaft may be deemed to be an indirect beneficial owner of the shares beneficially owned directly by Bayer World Investments B.V.
F4	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.