SEC Filing | Sana Biotechnology, Inc

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

ARCH Venture Fund X, L.P.

(Last)

(First)

(Middle)

8755 WEST HIGGINS ROAD

SUITE 1025

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/03/2021

3. Issuer Name and Ticker or Trading Symbol
Sana Biotechnology, Inc. [ SANA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	147,500	I	See Footnotes⁽¹⁾⁽³⁾
Common Stock	145,000	I	See Footnotes⁽²⁾⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-1 Convertible Preferred Stock	⁽⁷⁾	⁽⁸⁾	Common Stock	3,687,500	⁽⁷⁾	I	See Footnotes⁽¹⁾⁽³⁾
Series A-1 Convertible Preferred Stock	⁽⁷⁾	⁽⁸⁾	Common Stock	3,687,500	⁽⁷⁾	I	See Footnotes⁽²⁾⁽³⁾
Series A-2 Convertible Preferred Stock	⁽⁷⁾	⁽⁸⁾	Common Stock	5,687,500	⁽⁷⁾	I	See Footnotes⁽¹⁾⁽³⁾
Series A-2 Convertible Preferred Stock	⁽⁷⁾	⁽⁸⁾	Common Stock	9,375,000	⁽⁷⁾	I	See Footnotes⁽⁴⁾⁽⁶⁾
Series A-2 Convertible Preferred Stock	⁽⁷⁾	⁽⁸⁾	Common Stock	9,375,000	⁽⁷⁾	I	See Footnotes⁽⁵⁾⁽⁶⁾
Series A-2 Convertible Preferred Stock	⁽⁷⁾	⁽⁸⁾	Common Stock	5,687,500	⁽⁷⁾	I	See Footnotes⁽²⁾⁽³⁾
Series B Convertible Preferred Stock	⁽⁷⁾	⁽⁸⁾	Common Stock	781,250	⁽⁷⁾	I	See Footnotes⁽¹⁾⁽³⁾
Series B Convertible Preferred Stock	⁽⁷⁾	⁽⁸⁾	Common Stock	781,250	⁽⁷⁾	I	See Footnotes⁽²⁾⁽³⁾
Series B Convertible Preferred Stock	⁽⁷⁾	⁽⁸⁾	Common Stock	2,343,750	⁽⁷⁾	I	See Footnotes⁽⁴⁾⁽⁶⁾
Series B Convertible Preferred Stock	⁽⁷⁾	⁽⁸⁾	Common Stock	2,343,750	⁽⁷⁾	I	See Footnotes⁽⁵⁾⁽⁶⁾

1. Name and Address of Reporting Person^*

ARCH Venture Fund X, L.P.

(Last)

(First)

(Middle)

8755 WEST HIGGINS ROAD

SUITE 1025

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ARCH Venture Fund IX, L.P.

(Last)

(First)

(Middle)

8755 WEST HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ARCH Venture Fund IX Overage, L.P.

(Last)

(First)

(Middle)

8755 WEST HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ARCH Venture Fund X Overage, L.P.

(Last)

(First)

(Middle)

8755 WEST HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ARCH Venture Partners IX Overage, L.P.

(Last)

(First)

(Middle)

8755 WEST HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ARCH Venture Partners X, L.P.

(Last)

(First)

(Middle)

8755 WEST HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ARCH Venture Partners X Overage, L.P.

(Last)

(First)

(Middle)

8755 WEST HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ARCH Venture Partners IX, LLC

(Last)

(First)

(Middle)

8755 WEST HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ARCH Venture Partners X, LLC

(Last)

(First)

(Middle)

8755 WEST HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

Explanation of Responses:

1. Represents shares held directly by ARCH Venture Fund IX, L.P. (ARCH IX). ARCH Venture Partners IX, L.P. (AVP IX LP) is the sole general partner of ARCH IX.

2. Represents shares held directly by ARCH Venture Fund IX Overage, L.P. (ARCH IX Overage). ARCH Venture Partners IX Overage, L.P. (AVP IX Overage LP) is the sole general partner of ARCH IX Overage.

3. ARCH Venture Partners IX, LLC (AVP IX LLC) is the sole general partner of each of AVP IX LP and AVP IX Overage LP. Keith Crandell and Clinton Bybee are managing directors of AVP IX LLC (the AVP IX MDs). AVP IX LP and AVP IX Overage LP may be deemed to beneficially own the shares held by ARCH IX and ARCH IX Overage, respectively, AVP IX LLC may be deemed to beneficially own the shares held by ARCH IX and ARCH IX Overage, and each of the AVP IX MDs may be deemed to share the power to direct the disposition and vote of the shares held by ARCH IX and ARCH IX Overage. AVP IX LP, AVP IX Overage LP, AVP IX LLC, and the AVP IX MDs each disclaim beneficial ownership except to to the extent of any pecuniary interest therein.

4. Represents shares held directly by ARCH Venture Fund X, L.P. (ARCH X). ARCH Venture Partners X, L.P. (AVP X LP) is the sole general partner of ARCH X.

5. Represents shares held directly by ARCH Venture Fund X Overage, L.P. (ARCH X Overage). ARCH Venture Partners X Overage, L.P. (AVP X Overage LP) is the sole general partner of ARCH X Overage.

6. ARCH Venture Partners X, LLC (AVP X LLC) is the sole general partner of each of AVP X LP and AVP X Overage LP. Keith Crandell, Kristina Burow and Steven Gillis are members of the investment committee of AVP X LLC (the AVP X Committee Members). AVP X LP and AVP X Overage LP may be deemed to beneficially own the shares held by ARCH X and ARCH X Overage, respectively, AVP X LLC may be deemed to beneficially own the shares held by ARCH X and ARCH X Overage, and each of the AVP X Committee Members may be deemed to share the power to direct the disposition and vote of the shares held by ARCH X and ARCH X Overage. AVP X LP, AVP X Overage LP, AVP X LLC, and the AVP X Committee Members each disclaim beneficial ownership except to the extent of any pecuniary interest therein.

7. The shares of Issuer's Preferred Stock automatically convert into shares of Issuer's Common Stock, for no additional consideration, on a 1-for-1 basis immediately prior to the consummation of Issuer's initial public offering.

8. The expiration date is not relevant to the conversion of these securities.

Remarks:

Exhibit 24 - Power of Attorney. Exhibit 24.1 - Power of Attorney Form 1 of 2.

	/s/ ARCH Venture Fund X, L.P., By: ARCH Venture Partners X, L.P., its General Partner, By: ARCH Venture Partners X, LLC, its General Partner, By: Mark McDonnell,: attorney in-fact	02/03/2021
	/s/ ARCH Venture Fund X Overage, L.P., By: ARCH Venture Partners X Overage, L.P., its General Partner, By: ARCH Venture Partners X, LLC, its General Partner, By: Mark McDonnell, attorney in-fact	02/03/2021
	/s/ ARCH Venture Fund IX, L.P., By: ARCH Venture Partners IX, L.P., its General Partner, By: ARCH Venture Partners IX, LLC, its General Partner, By: Mark McDonnell, attorney in-fact	02/03/2021
	/s/ ARCH Venture Fund IX Overage, L.P., By: ARCH Venture Partners IX Overage, L.P., its General Partner, By: ARCH Venture Partners IX, LLC, its General Partner, By: Mark McDonnell, attorney in-fact	02/03/2021
	/s/ ARCH Venture Partners X, L.P., its General Partner, By: ARCH Venture Partners X, LLC, its General Partner, By: Mark McDonnell, attorney in-fact	02/03/2021
	/s/ ARCH Venture Partners X Overage, L.P., its General Partner, By: ARCH Venture Partners X, LLC, its General Partner, By: Mark McDonnell, attorney in-fact	02/03/2021
	/s/ ARCH Venture Partners X, LLC, its General Partner, By: Mark McDonnell, attorney in-fact	02/03/2021
	/s/ ARCH Venture Partners IX, L.P., its General Partner, By: ARCH Venture Partners IX, LLC, its General Partner, By: Mark McDonnell, attorney in-fact	02/03/2021
	/s/ ARCH Venture Partners IX Overage, L.P., its General Partner, By: ARCH Venture Partners IX, LLC, its General Partner, By: Mark McDonnell, attorney in-fact	02/03/2021
	/s/ ARCH Venture Partners IX, LLC, its General Partner, By: Mark McDonnell, attorney in-fact	02/03/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

                                                                      Exhibit 24

                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints Mark McDonnell his true and lawful attorney-in-
fact, with full power of substitution, to sign any and all instruments,
certificates and documents that may be necessary, desirable or appropriate to be
executed on behalf of himself as an individual or in his capacity as a direct or
indirect general partner, director, officer or manager of any partnership,
corporation or limited liability company, pursuant to section 13 or 16 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and
all regulations promulgated thereunder, and to file the same, with all exhibits
thereto, and any other documents in connection therewith, with the Securities
and Exchange Commission, and with any other entity when and if such is mandated
by the Exchange Act or by the Financial Industry Regulatory Authority, granting
unto said attorney-in-fact full power and authority to do and perform each and
every act and thing necessary, desirable or appropriate, fully to all intents
and purposes as he might or could do in person, thereby ratifying and confirming
all that said attorney-in-fact, or his substitutes, may lawfully do or cause to
be done by virtue hereof.

        IN WITNESS WHEREOF, this Power of Attorney has been signed as of the
29th day of January, 2021.

                        ARCH VENTURE FUND X, L.P.

                        By: ARCH Venture Partners X, L.P.
                            its General Partner

                            By: ARCH Venture Partners X, LLC.
                                its General Partner

                                By: /s/ Keith Crandell
                                    ----------------------------
                                    Managing Director


                        ARCH VENTURE PARTNERS X, L.P.

                        By: ARCH Venture Partners X, LLC
                            its General Partner

                            By: /s/ Keith Crandell
                                --------------------------
                                Managing Director


                        ARCH VENTURE PARTNERS X, LLC

                        By: /s/ Keith Crandell
                            -----------------------
                            Managing Director


                            /s/ Keith Crandell
                            -----------------------
                            Keith Crandell


                            /s/ Robert Nelsen
                            -----------------------
                            Robert Nelsen


                            /s/ Kristina Burow
                            -----------------------
                            Kristina Burow


                            /s/ Steven Gillis
                            -------------------------
                            Steven Gillis

                                                                    Exhibit 24.1

                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints Mark McDonnell his true and lawful attorney-in-
fact, with full power of substitution, to sign any and all instruments,
certificates and documents that may be necessary, desirable or appropriate to be
executed on behalf of himself as an individual or in his capacity as a direct or
indirect general partner, director, officer or manager of any partnership,
corporation or limited liability company, pursuant to section 13 or 16 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and
all regulations promulgated thereunder, and to file the same, with all exhibits
thereto, and any other documents in connection therewith, with the Securities
and Exchange Commission, and with any other entity when and if such is mandated
by the Exchange Act or by the Financial Industry Regulatory Authority, granting
unto said attorney-in-fact full power and authority to do and perform each and
every act and thing necessary, desirable or appropriate, fully to all intents
and purposes as he might or could do in person, thereby ratifying and confirming
all that said attorney-in-fact, or his substitutes, may lawfully do or cause to
be done by virtue hereof.

        IN WITNESS WHEREOF, this Power of Attorney has been signed as of the
29th day of January, 2021.

                               ARCH VENTURE FUND X OVERAGE, L.P.

                               By: ARCH Venture Partners X Overage, L.P.
                                   its General Partner

                                   By: ARCH Venture Partners X, LLC.
                                       its General Partner

                                       By: /s/ Keith Crandell
                                           ---------------------------
                                           Managing Director


                               ARCH VENTURE PARTNERS X OVERAGE, L.P.

                               By: ARCH Venture Partners X, LLC
                                   its General Partner

                                   By: /s/ Keith Crandell
                                       -------------------------------
                                       Managing Director


                               ARCH VENTURE PARTNERS X, LLC

                               By: /s/ Keith Crandell
                                   ----------------------------
                                   Managing Director


                                   /s/ Keith Crandell
                                   ----------------------------
                                   Keith Crandell


                                   /s/ Robert Nelsen
                                   ----------------------------
                                   Robert Nelsen


                                   /s/ Kristina Burow
                                   ----------------------------
                                   Kristina Burow


                                   /s/ Steven Gillis
                                   ----------------------------
                                   Steven Gillis