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: 2021-01-13

Reporting Person: Stultz Katherine V (CHIEF OPERATING OFFICER)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-06-29	Common Stock	C	8126	—	Acquired	216020	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-13	Stock Option (right to buy)	$0.30	A	99753	Acquired	2031-01-12	Common Stock (99753)	Direct
2021-03-11	Series B Preferred Stock	$	A	19763	Acquired		Common Stock (8126)	Direct
2021-03-17	Stock Option (right to buy)	$6.11	A	209846	Acquired	2031-03-16	Common Stock (209846)	Direct
2021-03-17	Stock Option (right to buy)	$6.11	A	89934	Acquired	2031-03-16	Common Stock (89934)	Direct
2021-06-29	Series B Preferred Stock	$	C	19763	Disposed		Common Stock (8126)	Direct

Footnotes

F1: These shares of 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 immediately upon the closing of the Issuer's initial public offering ("IPO") without payment of additional consideration. The Series B Preferred Stock had no expiration date.

F2: On June 21, 2021, the Issuer completed a one-for-2.432 reverse stock split of the Issuer's Common Stock ("Reverse Stock Split"). This amount has been adjusted to give effect to this Reverse Stock Split.

F3: This transaction occurred prior to the IPO and is being reported on Form 4 solely for purposes of compliance with Rule 16a-2(a) under the Securities Exchange Act of 1934, as amended. The securities covered by such transaction were previously included on the Reporting Person's Form 3.

F4: 25% of the shares subject to such option vest and become exercisable when the Reporting Person completes twelve months of continuous service after August 31, 2020, and the remainder of the shares vest and become exercisable in substantially equal monthly installments for a period of 36 months thereafter, subject to the Reporting Person's continuous service to the Issuer on each such date. The option provides for an early exercise provision of unvested shares, subject to the Issuer's right to repurchase.

F5: 1/48th of the shares subject to such option vest and become exercisable in substantially equal monthly installments on each monthly anniversary of March 17, 2021, subject to the Reporting Person's continuous service to the Issuer on each such date.

F6: The option was granted subject to the achievement by the Company of performance vesting criteria. On June 29, 2021 the performance vesting criteria was met such that the option became reportable. 1/48th of the shares subject to such option vest and become exercisable in substantially equal monthly installments on each monthly anniversary of March 17, 2021, subject to the Reporting Person's continuous service to the Issuer on each such date.