SEC Filing | Sana Biotechnology, Inc

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Flagship V VentureLabs Rx Fund, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) ☐ (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

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SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Sana Biotechnology, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

799566104

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 799566104		Page 2 of 14 Pages


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CUSIP No. 799566104		Page 9 of 14 Pages


CUSIP No. 799566104		Page 10 of 14 Pages

(1)	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 and (iii) 539,448 shares held by VENBA Holdings LLC, an estate planning entity of which Dr. Afeyan is the sole manager.


CUSIP No. 799566104		Page 11 of 14 Pages

Item 1(a).

Name of Issuer:

Sana Biotechnology, Inc. (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

188 East Blaine Street, Sute 400

Seattle, WA 98102

Item 2(a).

Names of Persons Filing:

The names of the persons filing this report (collectively, the “Reporting Persons”) are:

Flagship V VentureLabs Rx Fund, L.P. (“Flagship Fund V Rx”)

Flagship Ventures Fund V, L.P. (“Flagship Fund V”)

Flagship Ventures Fund V General Partner LLC (“Flagship V GP”)

Flagship VentureLabs V LLC (“VentureLabs V”)

VentureLabs V Manager LLC (“VentureLabs V Manager”)

Flagship Pioneering Fund VI, L.P. (“Flagship Fund VI”)

Flagship Pioneering Fund VI General Partner LLC (“Flagship Fund VI GP”)

Flagship Pioneering, Inc. (“Flagship Pioneering”)

Noubar B. Afeyan, Ph.D. (“Dr. Afeyan”)

Item 2(b).

Address of Principal Business Office or, if None, Residence:

The address of the principal business office of each of the Reporting Persons is:

c/o Flagship Pioneering Inc.

55 Cambridge Parkway, Suite 800E

Cambridge, Massachusetts 02142

Item 2(c).

Citizenship:


Flagship Fund V Rx		Delaware
Flagship Fund V		Delaware
Flagship V GP		Delaware
VentureLabs V		Delaware
VentureLabs V Manager		Delaware
Flagship Fund VI		Delaware
Flagship Fund VI GP		Delaware
Flagship Pioneering		Delaware
Dr. Afeyan		United States of America

Item 2(d).

Title of Class of Securities:

Common Stock, $0.0001 par value per share (“Common Stock”).

Item 2(e).

CUSIP Number:

799566104


CUSIP No. 799566104		Page 12 of 14 Pages

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4.

Ownership.

The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G. The ownership percentages reported are based on 197,133,208 shares of Common Stock outstanding as of October 31, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2023.

Flagship V GP is the general partner of each of Flagship Fund V and Flagship Fund V Rx, and, as such, may be deemed to beneficially own the shares held directly by each of Flagship Fund V and Flagship Fund V Rx.

VentureLabs V Manager is the manager of VentureLabs V, and, as such, may be deemed to beneficially own the shares held directly by VentureLabs V.

Flagship Fund VI GP is the general partner of Flagship Fund VI and, as such, may be deemed to beneficially own the shares held directly by Flagship Fund VI.

Flagship Pioneering is the manager of each of VentureLabs V Manager and Flagship Fund VI GP and, as such, may be deemed to beneficially own the shares beneficially owned by each of VentureLabs V Manager and Flagship Fund VI GP.

Dr. Afeyan is the sole manager of Flagship Fund V GP and the Chief Executive Officer, sole stockholder and director of Flagship Pioneering and, as such, may be deemed to beneficially own shares beneficially owned by each of Flagship Fund V GP and Flagship Pioneering.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the SubsidiaryWhich Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

Not applicable.

Material

Filed as Exhibits.


CUSIP No. 799566104		Page 13 of 14 Pages

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: February 14, 2024


FLAGSHIP V VENTURELABS RX FUND, L.P.

By:	Flagship Ventures Fund V General Partner LLC
	General Partner

	By:	/s/ Noubar B. Afeyan, Ph.D.
		Noubar B. Afeyan, Ph.D.
		Manager

FLAGSHIP VENTURES FUND V, L.P.

By:	Flagship Ventures Fund V General Partner LLC
	General Partner

	By:	/s/ Noubar B. Afeyan, Ph.D.
		Noubar B. Afeyan, Ph.D.
		Manager

FLAGSHIP VENTURES FUND V GENERAL PARTNER LLC

	By:	/s/ Noubar B. Afeyan, Ph.D.
		Noubar B. Afeyan, Ph.D.
		Manager

FLAGSHIP VENTURELABS V LLC

By:	VentureLabs V Manager LLC General Partner

	By: Flagship Pioneering, Inc., Manager

	By:	/s/ Noubar B. Afeyan, Ph.D.
		Noubar B. Afeyan, Ph.D.
		Chief Executive Officer


CUSIP No. 799566104		Page 14 of 14 Pages



VENTURELABS V MANAGER LLC

By:	Flagship Pioneering, Inc. Manager

	By:	/s/ Noubar B. Afeyan, Ph.D.
		Noubar B. Afeyan, Ph.D.
		Chief Executive Officer

FLAGSHIP PIONEERING FUND VI, L.P.

By:	Flagship Pioneering Fund VI General Partner, LLC General Partner

	By:	Flagship Pioneering, Inc. Manager

	By:	/s/ Noubar B. Afeyan, Ph.D.
		Noubar B. Afeyan, Ph.D. Chief Executive Officer

FLAGSHIP PIONEERING FUND VI GENERAL PARTNER, LLC

By: Flagship Pioneering, Inc. Manager

	By:	/s/ Noubar B. Afeyan, Ph.D.
		Noubar B. Afeyan, Ph.D. Chief Executive Officer

FLAGSHIP PIONEERING, INC.

	By:	/s/ Noubar B. Afeyan, Ph.D.
		Noubar B. Afeyan, Ph.D.
		Chief Executive Officer

	/s/ Noubar B. Afeyan, Ph.D.
	Noubar B. Afeyan, Ph.D.