LENZ Therapeutics, Inc. — Director's Dealing 2021

Jun 29, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Graphite Bio, Inc. (GRPH)
CIK: 0001815776
Period of Report: 2021-02-16

Reporting Person: Jerel Davis (Director, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-16	Series A Preferred Stock	$	A	10000000	Acquired		Common Stock (4111842)	Indirect
2021-03-11	Series B Preferred Stock	$	A	3715415	Acquired		Common Stock (1527719)	Indirect
2021-06-24	Stock Option (right to buy)	$17.00	A	40000	Acquired	2031-06-23	Common Stock (40000)	Direct

Footnotes

F1: These shares of the Issuer's Series A Preferred Stock will automatically convert on a 2.432-for-one basis into the number of shares of the Issuer's common stock shown in Column 7 immediately upon closing of the Issuer's initial public offering ("IPO") without payment of additional consideration. The Series A Preferred Stock has no expiration date.

F2: This transaction occurred prior to the Issuer's 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.

F3: 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. The Reporting Person, 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 the Reporting Person disclaims beneficial ownership of the shares held by VVC VI, except to the extent of their respective pecuniary interests therein.

F4: These shares of the Issuer's Series B Preferred Stock will automatically convert on a 2.432-for-one basis into the number of shares of the Issuer's common stock shown in Column 7 immediately upon closing of the Issuer's IPO without payment of additional consideration. The Series B Preferred Stock has no expiration date.

F5: 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. The Reporting Person, 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 the Reporting Person disclaims beneficial ownership of the shares held by VV II, except to the extent of their respective pecuniary interests therein.

F6: 1/36th of the shares subject to such option vest and become exercisable in substantially equal monthly installments on each monthly anniversary of June 24, 2021, subject to the Reporting Person's continuous service to the Issuer on each such date.