Sec Form 13G Filing - Apeiron Investment Group Ltd. filing for SENSEI BIOTHERAPEUTICS INC (SNSE) - 2021-02-18

United States

Securities and Exchange Commission

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.)*

Sensei Biotherapeutics, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

81728A108

(CUSIP Number)

February 8, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Sensei Biotherapeutics, Inc. (the “Issuer”).

1405 Research Blvd, Suite 125

Rockville, MD 20850

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

Presight Co-Invest Fund, L.P. (“Presight Co-Invest”);

Presight Sensei Co-Invest Management, L.L.C. (“Presight Co-Invest Management”);

Apeiron Investment Group, Ltd. (“Apeiron”); and

Christian Angermayer.

The business address for (i) Presight Co-Invest and Presight Co-Invest Management is 340 South Lemon Avenue #3391 Walnut, CA 91789 and (ii) Apeiron and Christian Angermayer is Block A, Apt.12, Il-Piazzetta, Tower Road, SLM1605, Sliema, Malta.

Presight Co-Invest and Presight Co-Invest Management are organized under the laws of the state of Delaware. Apeiron is organized under the laws of the Malta. Mr. Angermayer is a German citizen.

Common Stock, $0.0001 par value per share (“Common Stock”).

81728A108

Not applicable.

(a-c)

The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of the date hereof based upon 30,588,495 shares of Common Stock outstanding as of February 10, 2021.

Presight Co-Invest is the record holder of 955,738 shares of Common Stock. The general partner of Presight Co-Invest is Presight Co-Invest Management, which is a wholly owned subsidiary of Apeiron. As a result, each of Apeiron and Presight Co-Invest Management may be deemed to share beneficial ownership of the securities held by Presight Co-Invest.

In addition, Apeiron is the record holder of 1,696,105 shares of Common Stock. Christian Angermayer is the majority shareholder of Apeiron and may be deemed to share beneficial ownership of the securities beneficially owned by Apeiron.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 18, 2021

LIST OF EXHIBITS