LENZ Therapeutics (LENZ) Form 3 Graphite Bio / Katherine V Stultz ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Stultz Katherine V

(Last) (First) (Middle)

C/O GRAPHITE BIO, INC.

279 EAST GRAND AVENUE, SUITE 430

(Street)

SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/24/2021

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	207,894	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Preferred Stock	(1)	(1)	Common Stock	8,126	(1)	D
Stock Option (right to buy)	(2)	01/12/2031	Common Stock	99,753	0.3	D
Stock Option (right to buy)	(3)	03/16/2031	Common Stock	209,846	6.11	D

Explanation of Responses:

1. 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 3 immediately upon closing of the Issuer's initial public offering without payment of additional consideration. The Series B Preferred Stock has no expiration date.

2. 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.

3. 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:

Exhibit 24 - Power of Attorney

	/s/ Franco Valle, attorney-in-fact	06/24/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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