FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
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| 1. Name and Address of Reporting Person * BAYER HEALTHCARE LLC | 2. Issuer Name and Ticker or Trading Symbol Senti Biosciences, Inc. [ SNTI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) |
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3. Date of Earliest Transaction
(MM/DD/YYYY)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person | |
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1.Title of Security (Instr. 3) | 2. Trans. Date | 2A. Deemed Execution Date, if any |
3. Trans. 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 | 3/10/2025 | C | 2,222,000 (1) | A | (1) | 2,809,848 | D (2) | |||
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
| 1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 | ||||||||
| Series A Convertible Preferred Stock | (1) | 3/10/2025 | C | 2,222 | 3/10/2025 | (1) | Common Stock | 2,222,000 (1) | (3) | 0 | D (2) | ||||
| Warrant | $2.3 | 3/10/2025 | 12/9/2029 | Common Stock | 3,333,000 | 3,330,000 | D (2) | ||||||||
| Reporting Owners | |||||
| Reporting Owner Name / Address | |||||
| Director | 10% Owner | Officer | Other | ||
| BAYER HEALTHCARE LLC 100 BAYER BOULEVARD WHIPPANY, NJ 07981 | X | ||||
| Bayer US Holding LP 100 BAYER BOULEVARD WHIPPANY, NJ 07981 | X | ||||
| Bayer World Investments B.V. SIRIUSDREEF 36 HOOFDDORP, P7 2132WT | X | ||||
| BAYER AKTIENGESELLSCHAFT BAYERWERK, KAISER-WILHELM-ALLEE 1 LEVERKUSEN, 2M 51368 | X | ||||
| Signatures | ||
| Bayer HealthCare LLC, By: /s/ Priyal Patel, Name: Priyal Patel, Title: Treasurer | 3/12/2025 | |
| **Signature of Reporting Person | Date | |
| Bayer US Holding LP, By: /s/ Priyal Patel, Name: Priyal Patel, Title: Treasurer | 3/12/2025 | |
| **Signature of Reporting Person | Date | |
| Bayer World Investments B.V., By: /s/ Kati Schnuerer, Name: Kati Schnuerer, Title: Managing Director | 3/12/2025 | |
| **Signature of Reporting Person | Date | |
| Bayer Aktiengesellschaft, By: /s/ Thomas Hoffmann, Name: Thomas Hoffmann, Title: Head of Treasury | 3/12/2025 | |
| **Signature of Reporting Person | 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). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |