Amended Statement of Changes in Beneficial Ownership (4/a)
29 Mars 2023 - 11:18PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
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Colgan Erin |
2. Issuer Name and Ticker or Trading Symbol
Sensei Biotherapeutics, Inc.
[
SNSE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer |
(Last)
(First)
(Middle)
C/O SENSEI BIOTHERAPEUTICS, INC., 451 D STREET, SUITE 710 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/15/2023 |
(Street)
BOSTON, MA 02210 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
2/17/2023 |
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock (1) | 2/15/2023 | | A | | 30046 (2) | A | $0.00 | 57732 (1)(3) | D | |
Common Stock | 2/15/2023 | | A | | 21300 (4) | A | $0.00 | 79032 (1)(3) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Option (Right to Buy) | $1.43 | 2/15/2023 | | A | | 90000 | | (5) | 2/14/2033 | Common Stock | 90000 | $0.00 | 90000 | D | |
Explanation of Responses: |
(1) | This amendment is being filed solely to correct the number of shares beneficially owned. Due to administrative error the original filing did not include shares purchased under the Issuer's Employee Stock Purchase Plan ("ESPP"). |
(2) | These shares represent restricted stock units (the "RSUs"). Each RSU represents a contingent right to receive one share of the common stock of the Issuer. The shares underlying the RSUs are fully vested. |
(3) | Share balance includes stock purchased under the ESPP not previously reported. |
(4) | These shares represent RSUs. Each RSU represents a contingent right to receive one share of the common stock of the Issuer. The shares underlying the RSUs vest in four equal annual installments on each of February 15, 2024, February 15, 2025, February 15, 2026 and February 15, 2027, subject to the Reporting Person's continuous service with the Issuer as of each such date. |
(5) | The option shall vest over a period of four years as follows: 25% of the total number of shares subject to the option shall vest on February 15, 2024, and the remainder will vest 1/48th of total number of shares subject to the option monthly thereafter over the remaining three years, subject to the Reporting Person's continuous service with the Issuer as of each such date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Colgan Erin C/O SENSEI BIOTHERAPEUTICS, INC. 451 D STREET, SUITE 710 BOSTON, MA 02210 |
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| Chief Financial Officer |
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Signatures
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/s/ Mark Ballantyne, Attorney-in-Fact | | 3/29/2023 |
**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). |
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 control number. |
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