ThZeal - The Zeal

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
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

(Last)

(First)

(Middle)

C/O SENTI BIOSCIENCES, INC.

2 CORPORATE DRIVE FIRST FLOOR

(Street)

SOUTH SAN FRANCISCO

94080

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/08/2022

3. Issuer Name and Ticker or Trading Symbol
Senti Biosciences, Inc.\ [ SNTI ]

4. 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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	559,496	D
Common Stock	528,390	I	See footnote⁽¹⁾
Common Stock	528,390	I	By spouse

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽²⁾	02/01/2031	Common Stock	454,254	$2.66	D
Stock Option (Right to Buy)	⁽³⁾	12/18/2031	Common Stock	2,187,850	$9.92	D
Stock Option (Right to Buy)	⁽⁴⁾	12/18/2031	Common Stock	315,748	$9.92	D
Earnout Rights (Common Stock)	⁽⁵⁾	06/08/2024	Common Stock	22,811	⁽⁵⁾	I	See footnote⁽¹⁾
Earnout Rights (Common Stock)	⁽⁶⁾	06/08/2025	Common Stock	22,811	⁽⁶⁾	I	See footnote⁽¹⁾
Earnout Rights (Common Stock)	⁽⁵⁾	06/08/2024	Common Stock	22,811	⁽⁵⁾	I	By spouse
Earnout Rights (Common Stock)	⁽⁶⁾	06/08/2025	Common Stock	22,811	⁽⁶⁾	I	By spouse
Earnout Rights (Common Stock)	⁽⁵⁾	06/08/2024	Common Stock	24,153	⁽⁵⁾	D
Earnout Rights (Common Stock)	⁽⁶⁾	06/08/2025	Common Stock	24,153	⁽⁶⁾	D

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 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.

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 Attorney Effective 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.

	/s/ Mike Rhee, attorney-in-fact	06/15/2022
	** 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 5 (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.
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