Initial Statement of Beneficial Ownership (3)
June 15 2022 - 7:05PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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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New Enterprise Associates 15, L.P. |
2. Date of Event Requiring Statement (MM/DD/YYYY)
6/8/2022
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3. Issuer Name and Ticker or Trading Symbol
Senti Biosciences, Inc. [SNTI]
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(Last)
(First)
(Middle)
1954 GREENSPRING DRIVE, SUITE 600 |
4. 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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(Street)
TIMONIUM, MD 21093
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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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 | 4426151 | D (1) | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Earnout Rights (Common Stock) | (2) | (2) | Common Stock | 137117 | (2) | D | |
Earnout Rights (Common Stock) | (3) | (3) | Common Stock | 137117 | (3) | D | |
Explanation of Responses: |
(1) | The shares are directly held by New Enterprise Associates 15, L.P. ("NEA 15") and are indirectly held by NEA Partners 15, L.P. ("NEA Partners 15"), the sole general partner of NEA 15, NEA 15 GP, LLC ("NEA 15 GP"), the sole general partner of NEA Partners 15, and the individual managers of NEA 15 GP (NEA Partners 15, NEA 15 GP and the individual managers of NEA 15 GP (collectively, the "Managers") together, the "Indirect Reporting Persons"). The Managers are Forest Baskett, Anthony A. Florence, Jr., Mohamad Makhzoumi, Scott D. Sandell and Peter W. Sonsini. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 15 in which the Indirect Reporting Persons have no pecuniary interest. |
(2) | Each earnout right represents a contingent right to receive one share of the Issuer's Common Stock. The earnout rights vest, if on or before the date which is two (2) calendar years after June 8, 2022, the volume weighted average price of shares of the Issuer's Common Stock ("VWAP"), is greater than or equal to fifteen dollars ($15.00) over any twenty (20) trading days within any consecutive thirty (30) trading day period. If the target VWAP is not achieved during such period, the earnout rights will be forfeited. |
(3) | Each earnout right represents a contingent right to receive one share of the Issuer's Common Stock. The earnout rights vest, if on or before the date which is three (3) calendar years after June 8, 2022, the VWAP is greater than or equal to twenty dollars ($20.00) over any twenty (20) trading days within any consecutive thirty (30) trading day period. If the target VWAP is not achieved during such period, the earnout rights will be forfeited. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
New Enterprise Associates 15, L.P. 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM, MD 21093 |
| X |
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NEA Partners 15, L.P. 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM, MD |
| X |
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NEA 15 GP, LLC 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM, MD 21093 |
| X |
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BASKETT FOREST 529 ALMANOR AVENUE SUNNYVALE, CA 94085 |
| X |
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Florence Anthony A. Jr. 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM, MD |
| X |
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SANDELL SCOTT D 1119 ST PAUL STREET BALTIMORE, MD 21202 |
| X |
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Makhzoumi Mohamad 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM, MD |
| X |
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Sonsini Peter W. 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM, MD |
| X |
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Signatures
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/s/ Louis Citron, attorney-in-fact | | 6/15/2022 |
**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 control number. |
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