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: 2021-04-15

Reporting Person: Shah Smital (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-06-29	Common Stock	P	5882	$17.00	Acquired	5882	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-04-15	Stock Option (right to buy)	$7.23	A	93585	Acquired	2031-04-14	Common Stock (93585)	Direct

Footnotes

F1: These shares are held by the Martins Shah Family Trust of which the Reporting Person and her spouse are trustees. The Reporting Person disclaims beneficial ownership of such securities except to the extent of her pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of such securities for purposes of Section 16 or for any other purposes.

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 Issuer's initial public offering 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: 1/48th of the shares subject to such option vest and become exercisable in substantially equal monthly installments on the last day of each calendar month after April 12, 2021, 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.