03/27/2026 | Press release | Distributed by Public on 03/27/2026 14:16
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FORM 3
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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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| 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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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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (Right to Buy) | (1) | 08/25/2034 | Common Stock | 515,000 | $5.84 | D | |
| Stock Option (Right to Buy) | (2) | 03/05/2035 | Common Stock | 375,000 | $2.55 | D | |
| Stock Option (Right to Buy) | (3) | 03/04/2036 | Common Stock | 506,250 | $3.41 | D | |
| Restricted Stock Units | (5) | (5) | Common Stock | 375,000 | (4) | D | |
| Restricted Stock Units | (6) | (6) | Common Stock | 62,500 | (4) | D | |
| Restricted Stock Units | (7) | (7) | Common Stock | 112,500 | (4) | D | |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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PATEL DHAVALKUMAR DHIRAJLAL C/O SANA BIOTECHNOLOGY, INC. 188 EAST BLAINE STREET, SUITE 350 SEATTLE, WA 98102 |
EVP, Chief Scientific Officer | |||
| /s/ Aaron M. Grossman, Attorney-in-Fact for Dhavalkumar Dhirajlal Patel | 03/27/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The option vested as to 25% of the shares underlying the option on August 26, 2025 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 6, 2026 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 vests and becomes exercisable as to 25% of the underlying shares on March 5, 2027 and 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) | Each restricted stock unit represents a contingent right to receive one share of Sana common stock. |
| (5) | The award vested as to 25% of the restricted stock units on August 26, 2025 and the remaining restricted stock units will vest in three equal installments on each of August 26, 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. |
| (6) | The award vested as to 25% of the restricted stock units on March 6, 2026 and the remaining restricted stock units will vest in three equal installments on each of March 6, 2027, 2028 and 2029, 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 restricted stock units vest in four equal installments on each of March 5, 2027, 2028, 2029 and 2030, provided that the reporting person provides continuous service to Sana as an employee, consultant, director or officer of Sana through each such date. |