New Enterprise Associates 15, L.P. - Mar 6, 2025 Form 3 Insider Report for Senti Biosciences, Inc. (SNTI)

Role: 10%+ Owner
Signature: /s/ Zachary Bambach, attorney-in-fact
Stock symbol: SNTI
Transactions as of: Mar 6, 2025
Transactions value $: $0
Form type: 3
Date filed: 3/12/2025, 09:20 PM
Previous filing: Oct 3, 2024
Next filing: Mar 12, 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	SNTI	Common Stock						443K	Mar 6, 2025	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	Series A Convertible Preferred Stock							Mar 6, 2025	Common Stock	3.33M		Direct	F1, F2
holding	SNTI	Earnout Rights (Common Stock)							Mar 6, 2025	Common Stock	13.7K		Direct	F1, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The securities 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 Mangers are Forest Baskett, Anthony Florence, Jr., Mohamad Makhzoumi, and Scott Sandell. 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	The shares of Series A Convertible Preferred Stock (the "Series A Preferred Stock") were acquired on December 5, 2024 pursuant to a Securities Purchase Agreement. The Series A Preferred Stock was not convertible into Common Stock until the issuance was approved by the Issuer's stockholders, which occurred on March 6, 2025 (the "Stockholder Approval"). As of the first trading day following the announcement of the Stockholder Approval, each share of Series A Preferred Stock became convertible into 1,000 shares of Common Stock either (i) automatically, at the Issuer's option or (ii) upon the election of the holder. The Series A Preferred Stock has no expiration date.
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 two hundred dollars ($200.00) 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.