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* Versant Venture Capital VI, L.P. (Last) (First) (Middle) ONE SANSOME STREET, SUITE 3630 (Street) SAN FRANCISCO CA 94104 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/17/2021	3. Issuer Name and Ticker or Trading Symbol Century Therapeutics, Inc. [ IPSC ]
		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	2,980,803	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 A Preferred Stock	(2)	(2)	Common Stock	9,936,011	(3)	D(1)
Series C Preferred Stock	(2)	(2)	Common Stock	614,095	(4)	I	See footnote(5)

1. Name and Address of Reporting Person* Versant Venture Capital VI, L.P. (Last) (First) (Middle) ONE SANSOME STREET, SUITE 3630 (Street) SAN FRANCISCO CA 94104 (City) (State) (Zip)

1. Name and Address of Reporting Person* Versant Ventures VI GP, L.P. (Last) (First) (Middle) ONE SANSOME STREET, SUITE 3630 (Street) SAN FRANCISCO CA 94104 (City) (State) (Zip)

1. Name and Address of Reporting Person* Versant Ventures VI GP-GP, LLC (Last) (First) (Middle) ONE SANSOME STREET, SUITE 3630 (Street) SAN FRANCISCO CA 94104 (City) (State) (Zip)

1. Name and Address of Reporting Person* Versant Vantage II, L.P. (Last) (First) (Middle) ONE SANSOME STREET SUITE 3630 (Street) SAN FRANCISCO CA 94104 (City) (State) (Zip)

1. Name and Address of Reporting Person* Versant Vantage II GP, L.P. (Last) (First) (Middle) ONE SANSOME STREET SUITE 3630 (Street) SAN FRANCISCO CA 94104 (City) (State) (Zip)

1. Name and Address of Reporting Person* Versant Vantage II GP-GP, LLC (Last) (First) (Middle) ONE SANSOME STREET SUITE 3630 (Street) SAN FRANCISCO CA 94104 (City) (State) (Zip)

Explanation of Responses:

1. The reportable securities are owned directly by Versant Venture Capital VI, L.P. ("Versant VI"). Versant Ventures VI GP, L.P. ("Versant Ventures VI GP") is the general partner of Versant VI, and Versant Ventures VI GP-GP, LLC ("Versant Ventures VI GP-GP") is the general partner of Versant Ventures VI GP. Versant Ventures VI GP and Versant Ventures VI GP-GP may be deemed to indirectly beneficially own the shares beneficially owned by Versant VI, but disclaim beneficial ownership except to the extent of their pecuniary interest therein.

2. Shares of Series A and Series C Preferred Stock (collectively, the "Preferred Stock") have no expiration date and are convertible, at the option of the holder, into shares of Common Stock at the then-effective conversion rate for no additional consideration (subject to the payment of cash in lieu of any fractional shares in accordance with the Issuer's Amended and Restated Certificate of Incorporation (as amended, the "Certificate of Incorporation")). The shares of Preferred Stock will automatically convert into shares of Common Stock at the then-effective conversion rate for no additional consideration (subject to the payment in cash in lieu of any fractional shares in accordance with the Certificate of Incorporation) immediately prior to the closing of the Issuer's initial public offering.

3. Shares of Series A Preferred Stock are convertible into shares of Common Stock at a 2.5161-for-1 conversion rate, which is the applicable conversion rate as of the date hereof.

4. Shares of Series C Preferred Stock are convertible into shares of Common Stock at a 2.5161-for-1 conversion rate, which is the applicable conversion rate as of the date hereof.

5. The reportable securities are owned by Versant Vantage II, L.P. ("Versant Vantage II"). Versant Vantage II GP, L.P. ("Versant Vantage II GP") is the general partner of Versant Vantage II, and Versant Vantage II GP-GP, LLC ("Versant Vantage II GP-GP") is the general partner of Versant Vantage II GP. Versant Vantage II GP and Versant Vantage II GP-GP may be deemed to indirectly beneficially own the shares beneficially owned by Versant Vantage II, but disclaim beneficial ownership except to the extent of their pecuniary interest therein.

	By: /s/ Versant Venture Capital VI, L.P. By: Versant Ventures VI GP, L.P. Its: General Partner By: Versant Ventures VI GP-GP, LLC Its: General Partner By: Robin L. Praeger Its: Managing Director	06/17/2021
	By: /s/ Versant Ventures VI GP, L.P. By: Versant Ventures VI GP-GP, LLC Its: General Partner By: Robin L. Praeger Its: Managing Director	06/17/2021
	By: /s/ Versant Ventures VI GP-GP, LLC By: Robin L. Praeger Its: Managing Director	06/17/2021
	By: /s/ Versant Vantage II, L.P. By: Versant Vantage II GP, L.P. Its: General Partner By: Versant Vantage II GP-GP, LLC Its: General Partner By: Robin L. Praeger Its: Managing Director	06/17/2021
	By: /s/ Versant Vantage II GP, L.P. By: Versant Vantage II GP-GP, LLC Its: General Partner By: Robin L. Praeger Its: Managing Director	06/17/2021
	By: /s/ Versant Vantage II GP-GP, LLC By: Robin L. Praeger Its: Managing Director	06/17/2021
	** Signature of Reporting Person	Date
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