Sec Form 4 Filing - RINGO WILLIAM R @ Sensei Biotherapeutics, Inc. - 2022-03-08

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
RINGO WILLIAM R
2. Issuer Name and Ticker or Trading Symbol
Sensei Biotherapeutics, Inc. [ SNSE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O SENSEI BIOTHERAPEUTICS, INC., 1405 RESEARCH BLVD., SUITE 125
3. Date of Earliest Transaction (MM/DD/YY)
03/08/2022
(Street)
ROCKVILLE, MD20850
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 03/08/2022 A 8,933( 1 ) A $ 0 8,933 D
Common Stock 03/08/2022 A 10,000( 2 ) A $ 0 18,933( 3 ) D
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) $ 3.08 03/08/2022 A 29,100 ( 4 ) 03/07/2032 Common Stock 29,100 $ 0 29,100 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RINGO WILLIAM R
C/O SENSEI BIOTHERAPEUTICS, INC.
1405 RESEARCH BLVD., SUITE 125
ROCKVILLE, MD20850
X
Signatures
/s/ Mark Ballantyne, Attorney-in-Fact 03/09/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares represent restricted stock units (the "RSUs"). Each RSU represents a contingent right to receive one share of the common stock of the Issuer. The shares underlying the RSUs vest in three equal annual installments on each of March 8, 2023, March 8, 2024, and March 8, 2025, subject to the Reporting Person's continuous service with the Issuer as of each such vesting date.
( 2 )These shares represent RSUs. Each RSU represents a contingent right to receive one share of the common stock of the Issuer. The shares underlying the RSUs vest in full on the first anniversary of the date of grant, on March 8, 2023, subject to the Reporting Person's continuous service with the Issuer as of each such vesting date.
( 3 )Includes 8,933 shares acquired by the Reporting Person as of March 8, 2022 as an RSU award.
( 4 )The shares subject to the option vest monthly over thirty-six (36) months from the vesting commencement date, March 8, 2022, subject to the Reporting Person's continuous service with the Issuer as of each such vesting date.

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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