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: JIMENEZ JOSEPH (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-14	Common Stock	M	49876	$0.30	Acquired	153815	Direct
2021-06-29	Common Stock	C	8126	—	Acquired	161941	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	49876	Acquired	2031-01-12	Common Stock (49876)	Direct
2021-01-14	Stock Option (right to buy)	$0.30	M	49876	Disposed	2031-01-12	Common Stock (49876)	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	12469	Acquired	2031-03-16	Common Stock (12469)	Direct
2021-06-29	Series B Preferred Stock	$	C	19763	Disposed		Common Stock (8126)	Direct

Footnotes

F1: This transaction occurred prior to the Issuer's initial public offering ("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.

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: 1/48th of the shares subject to such option vest and become exercisable in substantially equal monthly installments on each monthly anniversary of June 24, 2020, 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.

F4: 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 IPO without payment of additional consideration. The Series B Preferred Stock had no expiration date.

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.