Sec Form 3 Filing - Harr Steve @ Sana Biotechnology, Inc. - 2021-02-03

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Harr Steve 2. Issuer Name and Ticker or Trading Symbol Sana Biotechnology, Inc. [ SANA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) C/O SANA BIOTECHNOLOGY, INC., 188 EAST BLAINE STREET, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 02/03/2021 (Street) SEATTLE, WA98102 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 6,142,500 D Common Stock 682,500 I Held by Harr Family Irrevocable Trust of 2015 dtd 12/28/2015

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (Right to Buy) $ 1.48 ( 1 ) 01/29/2030 Common Stock 590,000 D Stock Option (Right to Buy) $ 7.8 ( 2 )( 3 ) 11/09/2030 Common Stock 1,118,723 D Series A-1 Convertible Preferred Stock ( 4 ) ( 4 ) ( 5 ) Common Stock 1,075,000 D Series A-2 Convertible Preferred Stock ( 4 ) ( 4 ) ( 5 ) Common Stock 800,000 D Series B Convertible Preferred Stock ( 4 ) ( 4 ) ( 5 ) Common Stock 156,250 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Harr Steve C/O SANA BIOTECHNOLOGY, INC. 188 EAST BLAINE STREET, SUITE 400 SEATTLE, WA98102 X President & CEO Signatures /s/ James J. MacDonald, Attorney-in-Fact for Steve Harr 02/03/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option vests and becomes exercisable as to 25% of the underlying shares on February 14, 2021 and in 36 equal monthly installments thereafter. ( 2 )The option vests and becomes exercisable as to (a) 50% of the shares underlying the option on a four year time based vesting with 25% of the underlying shares vesting on February 15, 2022 and in 36 equal monthly installments thereafter; and (b) the remaining 50% of the shares underlying the award would commence vesting on a four year schedule with 25% of the underlying shares vesting as of the one year anniversary of the schedule start date that is the same as the vesting commencement date from part (a) above and the remainder of the underlying shares vesting in 36 equal monthly installments therafter, ( 3 )(Continued from Footnote 2) subject to the occurrence prior to or after each applicable "as of" vesting date of the earlier of (i) a successful initial public offering (defined as a per share price to the public of the Common Stock in such offering as set forth in the Issuer's final prospectus relating to such offering that is greater than the Series B preferred stock original issuance per share price (as adjusted for a reverse stock split)), and (ii) successful proof of concept in a human subject of one of Issuer's therapeutic programs. ( 4 )The shares of Issuer's Preferred Stock automatically convert into shares of Issuer's Common Stock, for no additional consideration, on a 1-for-1 basis immediately prior to the consummation of Issuer's initial public offering. ( 5 )The expiration date is not relevant to the conversion of these securities.

Remarks: Exhibit 24 - Power of Attorney.

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).

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