Statement of Changes in Beneficial Ownership (4)
02 Junho 2023 - 6:04PM
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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OMB APPROVAL
OMB Number:
3235-0287
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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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Apeiron Investment Group Ltd. |
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 __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
BEATRICE, AT 66 & 67 AMERY STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/1/2023 |
(Street)
SLIEMA, O1 SLM1707 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ 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) | 6/1/2023 | | S | | 2485923 | D | $1.58 | 0 | I | By Apeiron Investment Group Ltd. (2) |
Common Stock (1) | 6/1/2023 | | S | | 955738 | D | $1.58 | 0 | I | By Presight Sensei Co-Invest Fund, L.P. (3) |
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 |
Explanation of Responses: |
(1) | This Form 4 is filed jointly by Apeiron Investment Group Ltd. ("Apeiron"), Christian Angermayer, Presight Sensei Co-Invest Fund, L.P. ("Presight Co-Invest") and Presight Sensei Co-Invest Management, L.L.C. ("Presight Co-Invest Management", and collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that previously beneficially owned over 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. |
(2) | Securities owned directly by Apeiron. Mr. Angermayer, as the majority shareholder of Apeiron, may be deemed to beneficially own the securities owned directly by Apeiron. |
(3) | Securities owned directly by Presight Co-Invest. As the general partner of Presight Co-Invest, Presight Co-Invest Management may be deemed to beneficially own the securities owned directly by Presight Co-Invest. As the sole member of Presight Co-Invest Management, Apeiron may be deemed to beneficially own the securities owned directly by Presight Co-Invest. Mr. Angermayer, as the majority shareholder of Apeiron, may be deemed to beneficially own the securities owned directly by Presight Co-Invest. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Apeiron Investment Group Ltd. BEATRICE, AT 66 & 67 AMERY STREET SLIEMA, O1 SLM1707 |
| X |
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Angermayer Christian BEATRICE, AT 66 & 67 AMERY STREET SLIEMA, O1 SLM1707 |
| X |
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Presight Sensei Co-Invest Fund, L.P. 340 S. LEMON AVE., # 3391 WALNUT, CA 91789 |
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| See Explanation of Responses |
Presight Co-Invest Management, L.L.C. 340 S. LEMON AVE. #3391 WALNUT, CA 91789 |
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| See Explanation of Responses |
Signatures
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Apeiron Investment Group Ltd., By: /s/ Julien Hofer, Director | | 6/2/2023 |
**Signature of Reporting Person | Date |
/s/ Christian Angermayer | | 6/2/2023 |
**Signature of Reporting Person | Date |
Presight Sensei Co-Invest Fund, L.P., By: Presight Sensei Co-Invest Management, L.L.C. its general partner, By: Apeiron Investment Group Ltd., its sole member, By: /s/ Julien Hofer, Director | | 6/2/2023 |
**Signature of Reporting Person | Date |
Presight Sensei Co-Invest Management, L.L.C. By: Apeiron Investment Group Ltd., its sole member, By: /s/ Julien Hofer, Director | | 6/2/2023 |
**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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