LENZ Therapeutics, Inc. — Director's Dealing 2021

Jul 2, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Graphite Bio, Inc. (GRPH)
CIK: 0001815776
Period of Report: 2021-06-29

Reporting Person: Versant Venture Capital VI, L.P. (10% Owner)
Reporting Person: Versant Ventures VI GP, L.P. (10% Owner)
Reporting Person: Versant Ventures VI GP-GP, LLC (10% Owner)
Reporting Person: Versant Vantage II, L.P. (10% Owner)
Reporting Person: Versant Vantage II GP, L.P. (10% Owner)
Reporting Person: Versant Vantage II GP-GP, LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-06-29	Common Stock	C	12343727	—	Acquired	14708398	Direct
2021-06-29	Common Stock	C	1527719	—	Acquired	1527719	Indirect
2021-06-29	Common Stock	P	180000	$17.00	Acquired	1707719	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-06-29	Series A Preferred Stock	$	C	30019945	Disposed		Common Stock (12343727)	Direct
2021-06-29	Series B Preferred Stock	$	C	3715415	Disposed		Common Stock (1527719)	Indirect

Footnotes

F1: These shares of the Series A Preferred Stock were convertible at any time at the holder's election and automatically converted on a 2.432-for-one basis into shares of the Issuer's common stock immediately upon the closing of the Issuer's initial public offering ("IPO") without payment of additional consideration. The Series A Preferred Stock had no expiration date.

F2: These shares are held by Versant Venture Capital VI, L.P. ("VVC VI"). Versant Ventures VI GP-GP, LLC ("VV VI GP") is the sole general partner of Versant Ventures VI GP, L.P. ("VV VI") and VV VI is the sole general partner of VVC VI. Jerel C. Davis, a member of the Issuer's board of directors, is a managing member of VV VI GP and may be deemed to share voting and dispositive power over the shares held by VVC VI. Each of VV VI GP, VV VI and Jerel C. Davis disclaims beneficial ownership of the shares held by VVC VI, except to the extent of their respective pecuniary interests therein. Jerel C. Davis is a director of the Issuer and, accordingly files separate Section 16 reports.

F3: These shares of the Series B Preferred Stock were convertible at any time at the holder's election and automatically converted on a 2.432-for-one basis into shares of the Issuer's common stock into shares of the Issuer's common stock immediately upon the closing of the IPO without payment of additional consideration. The Series B Preferred Stock had no expiration date.

F4: These shares are held by Versant Vantage II, L.P. ("VV II"). Versant Vantage II GP-GP, LLC ("VV II GP-GP") is the sole general partner of Versant Vantage II GP, L.P. ("VV II GP") and VV II GP is the sole general partner of VV II. Jerel C. Davis, a member of the Issuer's board of directors, is a managing member of VV II GP-GP and may be deemed to share voting and dispositive power over the shares held by VV II. Each of VV II GP-GP, VV II GP and Jerel C. Davis disclaims beneficial ownership of the shares held by VV II, except to the extent of their respective pecuniary interests therein. Jerel C. Davis is a director of the Issuer and, accordingly files separate Section 16 reports.