New Enterprise Associates 15, L.P. - Jun 8, 2022 Form 3 Insider Report for Senti Biosciences, Inc.\ (SNTI)

Role
10%+ Owner
Signature
/s/ Louis Citron, attorney-in-fact
Stock symbol
SNTI
Transactions as of
Jun 8, 2022
Transactions value $
$0
Form type
3
Date filed
6/15/2022, 07:02 PM
Previous filing
May 31, 2022
Next filing
Jun 23, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding SNTI Common Stock 4.43M Jun 8, 2022 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding SNTI Earnout Rights (Common Stock) Jun 8, 2022 Common Stock 137K Direct F2
holding SNTI Earnout Rights (Common Stock) Jun 8, 2022 Common Stock 137K Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The shares are directly held by New Enterprise Associates 15, L.P. ("NEA 15") and are indirectly held by NEA Partners 15, L.P. ("NEA Partners 15"), the sole general partner of NEA 15, NEA 15 GP, LLC ("NEA 15 GP"), the sole general partner of NEA Partners 15, and the individual managers of NEA 15 GP (NEA Partners 15, NEA 15 GP and the individual managers of NEA 15 GP (collectively, the "Managers") together, the "Indirect Reporting Persons"). The Managers are Forest Baskett, Anthony A. Florence, Jr., Mohamad Makhzoumi, Scott D. Sandell and Peter W. Sonsini. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 15 in which the Indirect Reporting Persons have no pecuniary interest.
F2 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 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.
F3 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.