Sec Form 3 Filing - Lu Timothy K @ Senti Biosciences, Inc.\ - 2022-06-08

Insider filing report for Changes in Beneficial Ownership
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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
Lu Timothy K
2. Issuer Name and Ticker or Trading Symbol
Senti Biosciences, Inc.\ [ SNTI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO and President
(Last) (First) (Middle)
C/O SENTI BIOSCIENCES, INC., 2 CORPORATE DRIVE FIRST FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
06/08/2022
(Street)
SOUTH SAN FRANCISCO, CA94080
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 559,496 D
Common Stock 528,390 I See footnote( 1 )
Common Stock 528,390 I By spouse
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) $ 2.66 ( 2 ) 02/01/2031 Common Stock 454,254 D
Stock Option (Right to Buy) $ 9.92 ( 3 ) 12/18/2031 Common Stock 2,187,850 D
Stock Option (Right to Buy) $ 9.92 ( 4 ) 12/18/2031 Common Stock 315,748 D
Earnout Rights (Common Stock) ( 5 ) ( 5 ) 06/08/2024 Common Stock 22,811 I See footnote( 1 )
Earnout Rights (Common Stock) ( 6 ) ( 6 ) 06/08/2025 Common Stock 22,811 I See footnote( 1 )
Earnout Rights (Common Stock) ( 5 ) ( 5 ) 06/08/2024 Common Stock 22,811 I By spouse
Earnout Rights (Common Stock) ( 6 ) ( 6 ) 06/08/2025 Common Stock 22,811 I By spouse
Earnout Rights (Common Stock) ( 5 ) ( 5 ) 06/08/2024 Common Stock 24,153 D
Earnout Rights (Common Stock) ( 6 ) ( 6 ) 06/08/2025 Common Stock 24,153 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lu Timothy K
C/O SENTI BIOSCIENCES, INC.
2 CORPORATE DRIVE FIRST FLOOR
SOUTH SAN FRANCISCO, CA94080
X CEO and President
Signatures
/s/ Mike Rhee, attorney-in-fact 06/15/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares are held by Luminen Services, LLC, as trustee of the Luminen Trust, of which the reporting person is the settlor. The reporting person disclaims Section 16 beneficial ownership of the securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose.
( 2 )25% of the shares underlying this option vested on February 2, 2022 and the remainder vest in 36 substantially equal monthly installments thereafter, subject to the reporting person's continued service through the applicable vesting date.
( 3 )25% of the shares underlying this option vest on June 8, 2023 and the remainder vest in 36 substantially equal monthly installments thereafter, subject to the reporting person's continued service through the applicable vesting date.
( 4 )25% of the shares underlying this option vest on each date that the closing price of the Issuer's Common Stock equals or exceeds the applicable price per share ("Hurdle Price Per Share") for at least 20 out of 30 consecutive trading days (collectively, the "Performance Conditions" and the date on which an applicable Performance Condition is satisfied, an "Earned Date"). The Hurdle Price Per Share is $2.90, $3.87, $4.84 and $5.81, respectively. Once an applicable Performance Condition is satisfied, the applicable percentage of the shares subject to this option shall vest 50% on the later of the applicable Earned Date or the first anniversary of the date of grant of this Stock Option, and 50% on the later of the applicable Earned Date or the second anniversary of the date of grant, subject to the reporting person's continued service through the applicable vesting date.
( 5 )Each earnout right represents a contingent right to receive one share of the Issuer's Common Stock. The earnout ri ghts vest, if on or before the date which is two (2) calendar years after June 8, 2022, the volume weighted average price of shares of the Issuer's Common Stock ("VWAP"), is greater than or equal to fifteen dollars ($15.00) over any twenty (20) trading days within any consecutive thirty (30) trading day period. If the target VWAP is not achieved during such period, the earnout rights will be forfeited.
( 6 )Each earnout right represents a contingent right to receive one share of the Issuer's Common Stock. The earnout rights vest, if on or before the date which is three (3) calendar years after June 8, 2022, the VWAP is greater than or equal to twenty dollars ($20.00) over any twenty (20) trading days within any consecutive thirty (30) trading day period. If the target VWAP is not achieved during such period, the earnout rights will be forfeited.

Remarks:
Exhibit 24 - Power of AttorneyEffective immediately following the Effective Time as defined in that certain Business Combination Agreement dated as of December 19, 2021, as amended, by and among Senti Sub I, Inc. (f/k/a Senti Biosciences, Inc.), Issuer (f/k/a Dynamics Special Purpose Corp.), and Explore Merger Sub, Inc., the reporting person was elected as an executive officer and member of the board of directors of the Issuer.

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