Sec Form 3 Filing - Celadon Partners SPV 24 @ Senti Biosciences, Inc. - 2025-03-06

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Celadon Partners SPV 24 2. Issuer Name and Ticker or Trading Symbol Senti Biosciences, Inc. [ SNTI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O SENTI BIOSCIENCES, INC, 2 CORPORATE DRIVE FIRST FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 03/06/2025 (Street) SOUTH SAN FRANCISCO, CA94080 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series A Convertible Preferred Stock $ 2.25 ( 3 ) 03/06/2025( 1 ) ( 2 ) Common Stock ( 1 ) 9,777,000 ( 1 ) D Common Stock Warrant (Right to Buy) $ 2.3 < span class="form4-data"> 03/06/2025( 4 ) 12/09/2029 Common Stock 7,999,500 D Common Stock Warrant (Right to Buy) $ 2.3 03/06/2025( 5 ) 12/31/2029 Common Stock 6,666,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Celadon Partners SPV 24 C/O SENTI BIOSCIENCES, INC 2 CORPORATE DRIVE FIRST FLOOR SOUTH SAN FRANCISCO, CA94080 X Signatures Celadon Partners SPV 24, By: Celadon Partners, LLC (as sole manager of Celadon Partners SPV 24), /s/ David Egglishaw, as manager of Celadon Partners, LLC 03/13/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 6, 2025, the stockholders of the Issuer approved the Proposals as set forth in Section 8 of the 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 3 have the meanings given to them in the Certificate of Designation. As a result, the shares of Series A Convertible Preferred Stock, par Value $0.0001 per share (the "Series A Preferred Stock") of the Issuer are convertible, at the Issuer's or the Reporting Person's option, into shares of the Issuer's common stock, par value $0.0001 per share (the "Common Stock"). 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. ( 2 )The shares of Series A Preferred Stock have no expiration date. ( 3 )The Conversion Price of the Series A Preferred Stock is subject to adjustment as set forth in the Certificate of Designation. ( 4 )The warrant is exercisable for Common Stock at an exercise price per share equal to $2.30 (subject to adjustment ) (the "December 9 Warrant"). The December 9 Warrant is exercisable on or after the stockholder approval, which occurred on March 6, 2025, and on or prior to the five year anniversary of the original issuance date. The December 9 Warrant cannot be exercised by the Reporting Persons if, after giving effect thereto, the Reporting Person, together with his/her affiliates, would beneficially own more than 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to such exercise. The Reporting Person may increase this percentage not in excess of 45.00% by providing at least 61 days' prior notice to the Issuer. As of the date of this filing, the Reporting Person has not provided notice to the Issuer to increase its beneficial ownership limitation and, as a result, the December 9 Warrant is not exercisable in the next 60 days. ( 5 )The warrant is exercisable for Common Stock at an exercise price per share equal to $2.30 (subject to adjustment) (the "December 31 Warrant"). The December 31 Warrant is exercisable on or after the stockholder approval, which occurred on March 6, 2025, and on or prior to the five year anniversary of the original issuance date. The December 31 Warrant cannot be exercised by the Reporting Persons if, after giving effect thereto, the Reporting Person, together with his/her affiliates, would beneficially own more than 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to such exercise. The Reporting Person may increase this percentage not in excess of 45.00% by providing at least 61 days' prior notice to the Issuer. As of the date of this filing, the Reporting Person has not provided notice to the Issuer to increase its beneficial ownership limitation and, as a result, the December 31 Warrant is not exercisable in the next 60 days.

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).

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