GRAIL, Inc. — Director's Dealing 2024

Jul 2, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAIL, Inc. (GRAL)
CIK: 0001699031
Period of Report: 2024-06-28

Reporting Person: Freidin Aaron (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-06-28	Common Stock	A	187636	—	Acquired	189070	Direct

Footnotes

F1: On June 24, 2024, Illumina, Inc. (Illumina) completed a pro rata spin-off distribution (the Distribution) of 85.5% of the outstanding shares of the Issuer to the holders of record of Illumina common stock as of June 13, 2024 (the Record Date). In connection with the Distribution, pursuant to the terms of the Employee Matters Agreement, dated as of June 21, 2024, by and between Illumina and the Issuer (the EMA), all outstanding cash-based equity appreciation incentive awards held by the Reporting Person were equitably adjusted and converted into equity-based awards with respect to the common stock of the Issuer, with such equitable adjustments determined based on the value of the award at the time of the Distribution (determined in accordance with the EMA) compared to the market capitalization of the Issuer for the four trading days following the Distribution.

F2: Represents the grant of restricted stock units (RSUs) of the Issuer upon the conversion of cash-based equity appreciation incentive awards held by the Reporting Person as of the Distribution in connection with the Distribution, in accordance with the terms of the EMA. The RSUs were granted pursuant to the GRAIL, Inc. 2024 Incentive Award Plan in a manner intended to preserve the aggregate intrinsic value of the underlying cash-based equity appreciation incentive awards, on generally the same terms and conditions as applied to the cash-based equity appreciation incentive awards prior to the Distribution (including vesting and payment schedules).

F3: Includes (i) 29,219 RSUs that vest on August 18, 2024, (ii) 56,899 RSUs that vest on November 16, 2024 (iii)1,260 RSUs that vest on March 4, 2025, (iv) 4,668 RSUs that vest on March 6, 2025, (v) 79,966 RSUs that vest on April 30, 2025, (vi) 1,703 RSUs that vest on August 18, 2025, (vii) 3,322 RSUs that vest on November 16, 2025, (viii) 1,261 RSUs that vest on March 4, 2026, (ix) 4,669 RSUs that vest on March 6, 2026 and (x) 4,669 RSUs that vest on March 6, 2027. Each RSU represents the right to receive, at settlement upon vesting, one share of common stock.

F4: Includes 1,434 shares of the common stock of the Issuer received in connection with the Distribution in respect of Illumina common stock held as of the Record Date.