Jimenez Joseph Form 4 Graphite Bio / JOSEPH JIMENEZ ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

JIMENEZ JOSEPH

(Last) (First) (Middle)

C/O GRAPHITE BIO, INC.

279 EAST GRAND AVENUE, SUITE 430

(Street)

SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Graphite Bio, Inc. [ GRPH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/13/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/14/2021		M(1)		49,876(2)	A	$0.3(2)	153,815(2)	D
Common Stock	06/29/2021		C		8,126	A	(4)	161,941	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$0.3(2)	01/13/2021		A(1)		49,876(2)		(3)	01/12/2031	Common Stock	49,876(2)	$0.00	49,876(2)	D
Stock Option (right to buy)	$0.3(2)	01/14/2021		M(1)			49,876(2)	(3)	01/12/2031	Common Stock	49,876(2)	$0.00	0	D
Series B Preferred Stock	(4)	03/11/2021		A(1)		19,763		(4)	(4)	Common Stock	8,126	$5.06	19,763	D
Stock Option (right to buy)	$6.11(2)	03/17/2021		A(1)		12,469(2)		(5)	03/16/2031	Common Stock	12,469(2)	$0.00	12,469(2)	D
Series B Preferred Stock	(4)	06/29/2021		C			19,763	(4)	(4)	Common Stock	8,126	$0.00	0	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

Remarks:

	/s/ Franco Valle, attorney-in-fact	07/01/2021
	** Signature of Reporting Person	Date
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