LENZ Therapeutics (LENZ) Form 3 Graphite Bio / SRINIVAS AKKARAJU 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^*

Samsara BioCapital, L.P.

(Last) (First) (Middle)

628 MIDDLEFIELD ROAD

(Street)

PALO ALTO CA 94301

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

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

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

	Form filed by One Reporting Person
X	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)

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 A Redeemable Convertible Preferred Stock	(1)	(1)	Common Stock	6,167,763	(1)	I	By Fund(2)
Series B Redeemable Convertible Preferred Stock	(1)	(1)	Common Stock	741,107	(1)	I	By Fund(2)
Series B Redeemable Convertible Preferred Stock	(1)	(1)	Common Stock	22,753	(1)	I	By Fund(3)

1. Name and Address of Reporting Person^*

Samsara BioCapital, L.P.

(Last) (First) (Middle)

628 MIDDLEFIELD ROAD

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

436, L.P.

(Last) (First) (Middle)

628 MIDDLEFIELD ROAD

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AKKARAJU SRINIVAS

(Last) (First) (Middle)

628 MIDDLEFIELD ROAD

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

Explanation of Responses:

1. Each share of redeemable convertible preferred stock is convertible on a one-for-2.432 basis into Common Stock at any time at the holder's election. The redeemable convertible preferred stock will convert automatically upon the closing of the Issuer's initial public offering and has no expiration date.

2. Shares held by Samsara BioCapital, L.P. ("Samsara LP"). Samsara BioCapital GP, LLC ("Samsara LLC") is the general partner of Samsara LP and may be deemed to beneficially own the shares held by Samsara LP. Dr. Srinivas Akkaraju, MD, Ph.D. has voting and investment power over the shares held by Samsara LP and, accordingly, may be deemed to beneficially own the shares held by Samsara LP. Each of Samsara LLC and Dr. Akkaraju disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interest therein.

3. Shares held by 436, L.P. ("436 LP"). 436, LLC ("436 LLC") is the general partner of 436 LP and may be deemed to beneficially own the shares held by 436 LP. Dr. Srinivas Akkaraju, MD, Ph.D. has voting and investment power over the shares held by 436 LP and, accordingly, may be deemed to beneficially own the shares held by 436 LP. Each of 436 LLC and Dr. Akkaraju disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interest therein.

Remarks:

	Samsara BioCapital, L.P., By: Samsara BioCapital GP, LLC, its General Partner, By /s/ Srinivas Akkaraju, Managing Member	06/24/2021
	436, L.P., By: 436, LLC, its General Partner, By /s/ Srinivas Akkaraju, Managing Member	06/24/2021
	/s/ Srinivas Akkaraju	06/24/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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