Sec Form 4 Filing - Apeiron Investment Group Ltd. @ Sensei Biotherapeutics, Inc. - 2023-06-01

Insider filing report for Changes in Beneficial Ownership
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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
Apeiron Investment Group Ltd.
2. Issuer Name and Ticker or Trading Symbol
Sensei Biotherapeutics, Inc. [ SNSE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
BEATRICE, AT 66 & 67 AMERY STREET
3. Date of Earliest Transaction (MM/DD/YY)
06/01/2023
(Street)
SLIEMA, O1SLM1707
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 ( 1 ) 06/01/2023 S 2,485,923 D $ 1.58 0 I By Apeiron Investment Group Ltd. ( 2 )
Common Stock ( 1 ) 06/01/2023 S 955,738 D $ 1.58 0 I By Presight Sensei Co-Invest Fund, L.P. ( 3 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Apeiron Investment Group Ltd.
BEATRICE, AT 66 & 67 AMERY STREET
SLIEMA, O1SLM1707
X
Angermayer Christian
BEATRICE, AT 66 & 67 AMERY STREET
SLIEMA, O1SLM1707
X
Presight Sensei Co-Invest Fund, L.P.
340 S. LEMON AVE., # 3391
WALNUT, CA91789
See Explanation of Responses
Presight Co-Invest Management, L.L.C.
340 S. LEMON AVE. #3391
WALNUT, CA91789
See Explanation of Responses
Signatures
Apeiron Investment Group Ltd., By: /s/ Julien Hofer, Director 06/02/2023
Signature of Reporting Person Date
/s/ Christian Angermayer 06/02/2023
Signature of Reporting Person Date
Presight Sensei Co-Invest Fund, L.P., By: Presight Sensei Co-Invest Management, L.L.C. its general partner, By: Apeiron Investment Group Ltd., its sole member, By: /s/ Julien Hofer, Director 06/02/2023
Signature of Reporting Person Date
Presight Sensei Co-Invest Management, L.L.C. By: Apeiron Investment Group Ltd., its sole member, By: /s/ Julien Hofer, Director 06/02/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 is filed jointly by Apeiron Investment Group Ltd. ("Apeiron"), Christian Angermayer, Presight Sensei Co-Invest Fund, L.P. ("Presight Co-Invest") and Presight Sensei Co-Invest Management, L.L.C. ("Presight Co-Invest Management", and collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that previously beneficially owned over 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
( 2 )Securities owned directly by Apeiron. Mr. Angermayer, as the majority shareholder of Apeiron, may be deemed to beneficially own the securities owned directly by Apeiron.
( 3 )Securities owned directly by Presight Co-Invest. As the general partner of Presight Co-Invest, Presight Co-Invest Management may be deemed to beneficially own the securities owned directly by Presight Co-Invest. As the sole member of Presight Co-Invest Management, Apeiron may be deemed to beneficially own the securities owned directly by Presight Co-Invest. Mr. Angermayer, as the majority shareholder of Apeiron, may be deemed to beneficially own the securities owned directly by Presight Co-Invest.

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