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* H&S INVESTMENTS I LP (Last) (First) (Middle) 2101 E. COAST HIGHWAY, 3RD FLOOR (Street) CORONA DEL MAR CA 92625 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/03/2021	3. Issuer Name and Ticker or Trading Symbol Sensei Biotherapeutics, Inc. [ SNSE ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			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 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	64,163	D(1)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series AA Preferred Convertible Stock	(2)	(2)	Common Stock	209,368,245	(2)	D(1)
Common Stock Warrant (Right to Buy)	12/19/2018	12/29/2028	Common Stock	3,906	$122.88	D(1)
Common Stock Warrant (Right to Buy)	01/09/2019	01/09/2029	Common Stock	3,906	$122.88	D(1)
Common Stock Warrant (Right to Buy)	02/08/2019	02/08/2029	Common Stock	3,906	$122.88	D(1)
Common Stock Warrant (Right to Buy)	03/08/2019	02/08/2029	Common Stock	3,906	$122.88	D(1)

1. Name and Address of Reporting Person* H&S INVESTMENTS I LP (Last) (First) (Middle) 2101 E. COAST HIGHWAY, 3RD FLOOR (Street) CORONA DEL MAR CA 92625 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* H&S VENTURES LLC (Last) (First) (Middle) 2101 E. COAST HIGHWAY, 3RD FLOOR (Street) CORONA DEL MAR CA 92625 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SCHULMAN MICHAEL (Last) (First) (Middle) H & S VENTURES, LLC 2101 E. COAST HIGHWAY, 3RD FLOOR (Street) CORONA DEL MAR CA 92625 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SAMUELI HENRY (Last) (First) (Middle) H & S VENTURES, LLC 2101 E. COAST HIGHWAY, 3RD FLOOR (Street) CORONA DEL MAR CA 92625 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SAMUELI SUSAN (Last) (First) (Middle) H & S VENTURES, LLC 2101 E. COAST HIGHWAY, 3RD FLOOR (Street) CORONA DEL MAR CA 92625 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Each share of the Series AA Preferred Stock is convertible, at any time, at the holder's election, into 0.0208333 shares of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series AA Preferred Stock will automatically convert into 0.0208333 shares of the Issuer's common stock. The Series AA Preferred Stock haves no expiration date.

2. The shares are held by H&S Investments I, L.P ("H&S Investments"). H&S Ventures, LLC ("H&S Ventures"), its general partner, and Michael Shulman, manager of H&S Ventures may be deemed to have voting and dispositive power with respect to the shares held. Henry Samueli and Susan Samueli are the non-managing members of H&S Ventures and each have the right to replace the managing member of H&S Ventures at any time. Henry Samueli and Susan Samueli may be deemed to beneficially own any shares directly owned by H&S Investments.

Remarks:

	/s/ Mark Ballantyne, Attorney-in-Fact for H&S Investments I, L.P.	02/03/2021
	/s/ Mark Ballantyne, Attorney-in-Fact for H & S Ventures LLC	02/03/2021
	/s/ Mark Ballantyne, Attorney-in-Fact for Michael Schulman	02/03/2021
	/s/ Mark Ballantyne, Attorney-in-Fact for Henry Samueli	02/03/2021
	/s/ Mark Ballantyne, Attorney-in-Fact for Susan Samueli	02/03/2021
	** Signature of Reporting Person	Date
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