SEC Filing | Sana Biotechnology, Inc

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SEC FORM 4 SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Wilderotter Mary Agnes

(Last)

(First)

(Middle)

C/O SANA BIOTECHNOLOGY, INC.

188 EAST BLAINE STREET, SUITE 400

(Street)

SEATTLE

98102

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/05/2023

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/05/2023		A		2,314⁽¹⁾	A	$0.00	2,314	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Consists of fully vested restricted stock units.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Bernard J. Cassidy, Attorney-in-Fact for Mary Agnes Wilderotter	04/06/2023
	** 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 4 (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).
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						Exhibit 24
POWER OF ATTORNEY

      With respect to holdings of and transactions in securities
issued by Sana Biotechnology, Inc. (the "Company"), the undersigned
hereby constitutes and appoints the individuals named on Schedule A
attached hereto and as may be amended from time to time, or any of
them signing singly, with full power of substitution and
resubstitution, to act as the undersigned's true and lawful attorney-
in-fact to:

1.	execute for and on behalf of the undersigned, Schedules 13D
and 13G in accordance with Section 13 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and
the rules and regulations thereunder, Forms 3, 4, and 5 in
accordance with Section 16 of the Exchange Act and the rules
thereunder, and a Form ID, Uniform Application for Access
Codes to File on EDGAR;

2.	do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
and execute any such Schedule 13D or 13G or Form 3, 4, or 5,
complete and execute any amendment or amendments thereto, and
timely file such schedule or form with the SEC and any stock
exchange or similar authority; and

3.	take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-in-
fact, may be of benefit to, in the best interest of, or
legally required by, the undersigned, it being understood
that the documents executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney
shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

	The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all
intents and purposes as the undersigned might or could do if
personally present, with full power of substitution and
resubstitution or revocation, hereby ratifying and confirming all
that such attorney-in-fact, or such attorneys-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this
Power of Attorney and the rights and powers herein granted.

      The undersigned acknowledges that the foregoing attorneys-in-
fact, in serving in such capacity at the request of the undersigned,
are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 13 and Section
16 of the Exchange Act.

      This Power of Attorney supersedes any power of attorney
previously executed by the undersigned regarding the purposes
outlined in the first paragraph hereof ("Prior Powers of Attorney"),
and the authority of the attorneys-in-fact named in any Prior Powers
of Attorney is hereby revoked.

      This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Schedule 13D and
13G and Forms 3, 4, and 5 with respect to the undersigned's holdings
of and transactions in securities issued by the Company, unless
earlier (a) revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact or (b) superseded by a new power
of attorney regarding the purposes outlined in the first paragraph
hereof dated as of a later date.


	IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of February 15, 2023.


/s/ Mary Agnes Wilderotter
Mary Agnes Wilderotter



Schedule A

Individuals Appointed as Attorney-in-Fact with Full Power of
Substitution and Resubstitution

1. Steven D. Harr
2. Nathan Hardy
3. Bernard J. Cassidy
4. Julie Shah