12/05/2025 | Press release | Distributed by Public on 12/05/2025 16:04
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (4) | 12/13/2024(1) | A | 3,400 | (5) | (5) | Common Stock | 3,400 | $ 0 | 3,400 | D | ||||
| Stock Option (Right to Buy) | $1.89 | 12/13/2024(1) | A | 5,100 | (6) | 12/12/2034 | Common Stock | 5,100 | $ 0 | 5,100 | D | ||||
| Restricted Stock Units | (4) | 06/03/2025(1) | M | 10,000 | (7) | (7) | Common Stock | 10,000 | $ 0 | 10,000 | D | ||||
| Restricted Stock Units | (4) | 12/03/2025 | M | 10,000 | (7) | (7) | Common Stock | 10,000 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Wyrick Susan D. C/O SANA BIOTECHNOLOGY, INC. 188 EAST BLAINE STREET, SUITE 400 SEATTLE, WA 98102 |
See Remarks | |||
| /s/ Aaron M. Grossman, Attorney-in-Fact for Susan D. Wyrick | 12/05/2025 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | This transaction is being reported late due to an inadvertent administrative error and not any error of the reporting person. |
| (2) | Includes 3,000 shares acquired on May 15, 2025 pursuant to Sana Biotechnology, Inc.'s ("Sana") 2021 Employee Stock Purchase Plan (the "ESPP"). |
| (3) | Includes 3,000 shares acquired on November 14, 2025 pursuant to the ESPP. |
| (4) | Each restricted stock unit represents a contingent right to receive one share of Sana common stock. |
| (5) | The award vests as to 100% of the restricted stock units on December 13, 2025, provided that the reporting person provides continuous service to Sana as an employee, consultant, director or officer of Sana through such date. |
| (6) | The option vests as to 100% of the shares underlying the option on January 13, 2026, provided that the reporting person provides continuous service to Sana as an employee, consultant, director or officer of Sana through such date. |
| (7) | The restricted stock units vested in two equal installments on each of June 3, 2025 and December 3, 2025. |
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Remarks: Acting Chief Financial Officer and Principal Accounting Officer; Exhibit List: Ex. 24 - Power of Attorney |
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