SEC FORM 4

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SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Rajangam Kanya

(Last)

(First)

(Middle)

C/O SENTI BIOSCIENCES, INC.

2 CORPORATE DRIVE FIRST FLOOR

(Street)

SOUTH SAN FRANCISCO

94080

(City)

(State)

(Zip)

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

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Pres. & Chief Med. & Dev. Off.

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2024

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	$2.25⁽¹⁾	12/09/2024		A		33		⁽²⁾	⁽³⁾	Common Stock⁽²⁾	33,000⁽²⁾	$2,250	33	I	Iyer Family Revocable Trust dated Aug 26 2012⁽⁴⁾
Common Stock Warrant (right to buy)	$2.3⁽⁵⁾	12/09/2024		A		49,500		⁽⁵⁾	⁽⁵⁾	Common Stock	49,500	$0	49,500	I	Iyer Family Revocable Trust dated Aug 26 2012⁽⁴⁾

Explanation of Responses:

1. 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.

2. 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.

3. The shares of Series A Convertible Preferred Stock have no expiration date.

4. 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.

5. 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.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Robert Cutler, attorney-in-fact	12/10/2024
	** 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).
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