BAYER HEALTHCARE LLC - 09 Dec 2024 Form 4 Insider Report for Senti Biosciences, Inc. (SNTI)

Role
10%+ Owner
Signature
Bayer HealthCare LLC, By: /s/ Priyal Patel, Name: Priyal Patel, Title: Treasurer
Issuer symbol
SNTI
Transactions as of
09 Dec 2024
Net transactions value
$0
Form type
4
Filing time
11 Dec 2024, 19:38:16 UTC
Previous filing
15 Feb 2024
Next filing
12 Mar 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding SNTI Common Stock 587,848 09 Dec 2024 Direct F1

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
transaction SNTI Series A Convertible Preferred Stock Purchase +2,222 2,222 09 Dec 2024 Common Stock 2,222,000 Direct F1, F2, F3
transaction SNTI Warrant Purchase +3,333,000 3,330,000 09 Dec 2024 Common Stock 3,333,000 $2.30 Direct F1, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The securities reported are held directly by Bayer HealthCare LLC, a Delaware limited liability company, which is indirectly controlled by Bayer US Holding LP ("BUSH LP"), a Delaware limited partnership. Bayer World Investments B.V. ("BWI"), a Dutch private limited company, is the general partner of BUSH LP. BWI is an indirect, wholly owned subsidiary of Bayer Aktiengesellschaft, a publicly-held German stock corporation. Accordingly, Bayer Aktiengesellschaft may be deemed to be an indirect beneficial owner of the shares beneficially owned directly by Bayer HealthCare LLC.
F2 Each share of Series A Convertible Preferred Stock ("Series A") will convert into 1,000 shares of the Issuer's common stock upon the date that the Issuer's stockholders first approve the issuance of the Issuer's common stock upon conversion of the shares of Series A.
F3 The reported securities include shares of Series A and warrants purchased by the reporting person for $2,250 per unit. Each unit consists of one share of Series A, convertible into 1,000 shares of the Issuer's common stock, and accompanying warrant coverage to purchase 1,500 shares of the Issuer's common stock for each share of Series A purchased.
F4 The warrant becomes exercisable once the Issuer's stockholders first approve the issuance of the Issuer's common stock underlying the warrants in excess of the limitations imposed by Rule 5635 of the Nasdaq Stock Market listing rules.