Sec Form 4 Filing - MacDonald James J. @ Sana Biotechnology, Inc. - 2022-06-13

FORM 4 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 MacDonald James J. 2. Issuer Name and Ticker or Trading Symbol Sana Biotechnology, Inc. [ SANA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP & General Counsel (Last) (First) (Middle) C/O SANA BIOTECHNOLOGY, INC., 188 EAST BLAINE STREET, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 06/13/2022 (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 05/13/2022 A( 1 ) V 1,183 A $ 4.284( 2 ) 430,600 D Common Stock 06/13/2022 M 66,796 A $ 1.48 497,396 D Common Stock 7,812 I Held by The James J. MacDonald and Rena Chng Trust dtd 01/15/10 Common Stock 125,000 I Held by the KOM Trust Common Stock 125,000 I Held by the NMM Trust

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 06/13/2022 M 66,796 ( 3 ) 01/26/2030 Common Stock 66,796 $ 0 51,954 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MacDonald James J. C/O SANA BIOTECHNOLOGY, INC. 188 EAST BLAINE STREET, SUITE 400 SEATTLE, WA98102 EVP & General Counsel Signatures /s/ James J. MacDonald 06/15/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person is voluntarily reporting the acquisition of shares of common stock of Sana Biotechnology, Inc. (the "Issuer") pursuant to the Sana Biotechnology, Inc. 2021 Employee Stock Purchase Plan ("ESPP") for the ESPP purchase period of November 17, 2021 through May 13, 2022. This transaction is exempt under Rule 16b-3(c). ( 2 )In accordance with the ESPP, these shares were purchased based on 85% of the closing price of the Issuer's common stock on May 13, 2022. ( 3 )25% of the shares underlying the option vested and became exercisable on February 14, 2021, and the remainder of the shares underlying the option vest at a rate of 1/36th per month thereafter.

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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