Flagship Pioneering, LLC - 13 Sep 2023 Form 4 Insider Report for Sana Biotechnology, Inc. (SANA)

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
15 Sep 2023, 19:00:16 UTC
Prior SEC filing
27 Feb 2023
Next SEC filing
14 Feb 2024
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
Flagship Pioneering, Inc., By: /s/ Noubar B. Afeyan, Ph.D., Title: CEO

Key filing fact

Flagship Pioneering, LLC filed Form 4 for Sana Biotechnology, Inc. (SANA) on 15 Sep 2023.

Key facts

  • This page summarizes Flagship Pioneering, LLC's Form 4 filing for Sana Biotechnology, Inc. (SANA).
  • 6 reported transactions and 0 derivative rows are listed below.
  • Accepted by SEC: 15 Sep 2023, 19:00.

Change

  • Previous filing in this sequence was filed on 27 Feb 2023.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

SANA transaction

Common Stock

Other

Transaction value
Shares
-2,825,989
Change %
-25%
Price
Shares after
8,615,337
Date
13 Sep 2023
Ownership
By Flagship VentureLabs V, LLC
Footnotes
F1, F2
SANA transaction

Common Stock

Other

Transaction value
Shares
-4,926,378
Change %
-38%
Price
Shares after
8,057,470
Date
13 Sep 2023
Ownership
By Flagship Ventures Fund V, L.P.
Footnotes
F3, F4
SANA transaction

Common Stock

Other

Transaction value
Shares
-345,069
Change %
-25%
Price
Shares after
1,035,208
Date
13 Sep 2023
Ownership
By Flagship V VentureLabs Rx Fund, L.P.
Footnotes
F3, F5
SANA transaction

Common Stock

Other

Transaction value
Shares
-1,181,745
Change %
-100%
Price
Shares after
0
Date
13 Sep 2023
Ownership
By Flagship Ventures Fund V General Partner LLC
Footnotes
F3, F6
SANA transaction

Common Stock

Other

Transaction value
Shares
-2,431,281
Change %
-25%
Price
Shares after
7,293,841
Date
13 Sep 2023
Ownership
By Flagship Pioneering Fund VI, L.P.
Footnotes
F7, F8
SANA transaction

Common Stock

Other

Transaction value
Shares
-70,813
Change %
-100%
Price
Shares after
0
Date
13 Sep 2023
Ownership
By Flagship Pioneering Fund VI General Partner LLC
Footnotes
F7, F9
SANA holding

Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
581,695
Date
13 Sep 2023
Ownership
See footnote
Footnotes
F10
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 10 footnotes

Footnote F1

On September 13, 2023, Flagship VentureLabs V LLC ("VentureLabs V") distributed in-kind to its members, pro rata and without consideration, 2,825,989 shares of the Issuer's common stock. The aforementioned distribution was made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Securities Exchange Act of 1934, as amended.

Footnote F2

Represents shares held directly by VentureLabs V. Flagship VentureLabs V Manager LLC ("VentureLabs V Manager") is the manager of VentureLabs V. Flagship Pioneering, Inc. ("Flagship Pioneering") is the manager of VentureLabs V Manager. Dr. Afeyan is the CEO and sole stockholder of Flagship Pioneering. Each of the reporting persons except VentureLabs V disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

Footnote F3

On September 13, 2023, Flagship Ventures Fund V, L.P. ("Flagship Fund V") and Flagship V VentureLabs Rx Fund, L.P. ("Flagship Fund V Rx") distributed in-kind to their respective limited partners and sole general partner, Flagship Ventures Fund V General Partner, LLC ("Flagship Fund V GP"), pro rata and without consideration, 4,926,378 shares and 345,069 shares, respectively, of the Issuer's common stock. Flagship Fund V GP, in turn, distributed in-kind to its members, pro rata and without consideration, the aggregate of 1,181,745 shares it received from Flagship Fund V and Flagship Fund V Rx. The aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Securities Exchange Act of 1934, as amended.

Footnote F4

Represents shares held directly by Flagship Fund V. Includes 2,240,555 shares received in the distribution-in-kind from VentureLabs V described in footnote (1) above. Flagship V GP is the general partner of Flagship Fund V. Dr. Afeyan is the sole manager of Flagship V GP. Each of the reporting persons except Flagship Fund V disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

Footnote F5

Represents shares held directly by Flagship Fund V Rx. Flagship V GP is the general partner of Flagship Fund V Rx. Each of the reporting persons except Flagship Fund V Rx disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

Footnote F6

Represents shares held directly by Flagship Fund V GP. Each of the reporting persons except Flagship Fund V GP disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

Footnote F7

On September 13, 2023, Flagship Pioneering Fund VI, L.P. ("Flagship Fund VI") distributed in-kind to its limited partners and sole general partner, Flagship Pioneering Fund VI General Partner LLC ("Flagship Fund VI GP"), pro rata and without consideration, 2,431,281 shares of the Issuer's common stock. Flagship Fund VI GP, in turn, distributed in-kind to its members, pro rata and without consideration, the 70,813 shares it received from Flagship Fund VI. The aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Securities Exchange Act of 1934, as amended.

Footnote F8

Represents shares held directly by Flagship Fund VI. Flagship Fund VI GP is the general partner of Flagship Fund VI. Flagship Pioneering is the manager of Flagship Fund VI GP. Each of the reporting persons except Flagship Fund VI disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

Footnote F9

Represents shares held directly by Flagship Fund VI GP. Each of the reporting persons except Flagship Fund VI GP disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

Footnote F10

Consists of (i) 21,641 shares held directly by Dr. Afeyan, (ii) 20,606 shares held through a trust for the benefit of Dr. Afeyan's children (the "Trust") and (iii) 539,448 shares held by VENBA Holdings LLC ("VENBA"), an estate planning entity of which Dr. Afeyan is the sole manager. Represents an aggregate of 581,695 shares received in the distributions-in-kind described in footnotes (1), (3) and (7) above. Dr. Afeyan disclaims beneficial ownership of the shares held by the Trust and VENBA except to the extent of his pecuniary interest therein, if any.

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