Sana Biotechnology Form 3 / Susan D. Wyrick ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Wyrick Susan D.

(Last)

(First)

(Middle)

C/O SANA BIOTECHNOLOGY, INC.

188 EAST BLAINE STREET, SUITE 400

(Street)

SEATTLE

98102

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/04/2024

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

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

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

5. 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 Beneficially Owned
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	147,512	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to buy)	⁽¹⁾	11/08/2030	Common Stock	65,000	7.8	D
Stock Option (Right to buy)	⁽²⁾	03/02/2032	Common Stock	63,000	5.7	D
Stock Option (Right to buy)	⁽³⁾	03/01/2033	Common Stock	36,600	3.76	D
Stock Option (Right to buy)	⁽⁴⁾	03/06/2034	Common Stock	58,500	9.58	D
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock	4,575	⁽⁵⁾	D
Restricted Stock Units	⁽⁷⁾	⁽⁷⁾	Common Stock	12,500	⁽⁵⁾	D
Restricted Stock Units	⁽⁸⁾	⁽⁸⁾	Common Stock	13,000	⁽⁵⁾	D
Restricted Stock Units	⁽⁹⁾	⁽⁹⁾	Common Stock	20,000	⁽⁵⁾	D

Explanation of Responses:

1. The option vested as to 25% of the shares underlying the option on February 15, 2022 and the remainder vests in 36 equal monthly installments thereafter, provided that the reporting person provides continuous service to Sana Biotechnology, Inc. ("Sana") as an employee, consultant, director or officer of Sana through each such date.

2. The option vested as to 25% of the shares underlying the option on March 3, 2023 and the remainder vests in 36 equal monthly installments thereafter, provided that the reporting person provides continuous service to Sana as an employee, consultant, director or officer of Sana through each such date.

3. The option vested as to 25% of the shares underlying the option on March 2, 2024 and the remainder vests in 36 equal monthly installments thereafter, provided that the reporting person provides continuous service to Sana as an employee, consultant, director or officer of Sana through each such date.

4. The option vests as to 25% of the shares underlying the option on March 7, 2025 and the remainder vests in 36 equal monthly installments thereafter, provided that the reporting person provides continuous service to Sana as an employee, consultant, director or officer of Sana through each such date.

5. Each restricted stock unit represents a contingent right to receive one share of Sana common stock.

6. The award vested as to 25% of the restricted stock units on March 2, 2024 and the remainder vests in equal installments on each of March 2, 2025, 2026 and 2027, provided that the reporting person provides continuous service to Sana as an employee, consultant, director or officer of Sana through each such date.

7. The award vests as to 40% of the restricted stock units on January 2, 2025 and 60% of the restricted stock units on January 2, 2026, provided that the reporting person provides continuous service to Sana as an employee, consultant, director or officer of Sana through each such date.

8. The restricted stock units vest in four equal installments on each of March 7, 2025, 2026, 2027 and 2028, provided that the reporting person provides continuous service to Sana as an employee, consultant, director or officer of Sana through each such date.

9. The restricted stock units vest in two equal installments on each of June 3, 2025 and December 3, 2025, provided that the reporting person provides continuous service to Sana as an employee, consultant, director or officer of Sana through each such date; provided, that if Sana terminates the reporting person's employment without cause, subject to her execution of a release of claims, then any outstanding restricted stock units that have not vested on or prior to the reporting person's termination date shall vest immediately upon such termination date.

Remarks:

Acting Chief Financial Officer and Principal Accounting Officer; Exhibit List: Ex. 24 - Power of Attorney

	/s/ Julie Shah, Attorney-in-Fact for Susan D. Wyrick	10/15/2024
	** 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 Number.

Sana Biotechnology (SANA) Form 3Sana Biotechnology / Susan D. Wyrick ownership change