4//SEC Filing
Rajangam Kanya 4
Accession 0001854270-24-000121
CIK 0001854270other
Filed
Dec 9, 7:00 PM ET
Accepted
Dec 10, 4:15 PM ET
Size
15.3 KB
Accession
0001854270-24-000121
Insider Transaction Report
Form 4
Rajangam Kanya
Pres. & Chief Med. & Dev. Off.
Transactions
- Award
Common Stock Warrant (right to buy)
2024-12-09+49,500→ 49,500 total(indirect: By Trust)Exercise: $2.30→ Common Stock (49,500 underlying) - Award
Series A Convertible Preferred Stock
2024-12-09$2250.00/sh+33$74,250→ 33 total(indirect: By Trust)Exercise: $2.25→ Common Stock (33,000 underlying)
Footnotes (5)
- [F1]The Conversion Price of the Series A Preferred Stock is subject to adjustment as set forth in that certain of Designation of Preferences, Rights and Limitations of the Series A Convertible Voting Preferred Stock attached as Exhibit 3.1 (the "Certificate of Designation") to the Issuer's Form 8-K filed with the Securities and Exchange Commission on December 2, 2024 (the "Form 8-K"). Capitalized terms that are used but not defined in this Form 4 have the meanings given to them in the Certificate of Designation.
- [F2]The shares of Series A Preferred Stock are not convertible until the stockholders of the Issuer approve the Proposals as set forth in Section 8 of the Certificate of Designation. Additionally, on the Automatic Conversion Date, as set forth in the Certificate of Designation, each share of Series A Preferred Stock shall automatically convert into 1,000 shares of Common Stock.
- [F3]The shares of Series A Convertible Preferred Stock have no expiration date.
- [F4]The reporting person and her spouse are trustees of the Iyer Family Revocable Trust dated Aug 26 2012. Each of the reporting person and her spouse have voting and dispositive power over the Series A Preferred Stock, Common Stock and Warrants. The reporting person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
- [F5]The warrant is exercisable for Common Stock at an exercise price per share equal to $2.30 (subject to adjustment as set forth in the warrant attached as Exhibit 4.1 to the Form 8-K) (the "Warrant"). The Warrant is exercisable at any time and from time to time on or after the Stockholder Approval (as defined in the Warrant) and on or prior to the five year anniversary of the original issuance date. The Warrant cannot be exercised by the Reporting Persons if, after giving effect thereto, the Reporting Person, together with his/her affiliates, would beneficially own, as determined in accordance with Section 13(d) of the U.S. Securities Exchange Act of 1934, as amended, more than 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to such exercise, subject to certain exceptions.
Documents
Issuer
Senti Biosciences, Inc.
CIK 0001854270
Entity typeother
Related Parties
1- filerCIK 0001816676
Filing Metadata
- Form type
- 4
- Filed
- Dec 9, 7:00 PM ET
- Accepted
- Dec 10, 4:15 PM ET
- Size
- 15.3 KB