Graf Acquisition Partners IV Form 4 NKGen Biotech / James A Graf 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^*

Graf James A

(Last) (First) (Middle)

C/O NKGEN BIOTECH, INC.

3001 DAIMLER STREET

(Street)

SANTA ANA CA 92705

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NKGen Biotech, Inc. [ NKGN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2023

4. 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 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	12/01/2023		P		220	A	$3.35(1)	243	D
Common Stock	12/04/2023		P		450	A	$3.19(2)	693	D
Common Stock								2,436,744	I	By Graf Acquisition Partners IV LLC(3)

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

1. Name and Address of Reporting Person^*

Graf James A

(Last) (First) (Middle)

C/O NKGEN BIOTECH, INC.

3001 DAIMLER STREET

(Street)

SANTA ANA CA 92705

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Graf Acquisition Partners IV LLC

(Last) (First) (Middle)

1790 HUGHES LANDING BLVD., SUITE 400

(Street)

THE WOODLANDS TX 77380

(City) (State) (Zip)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.31 to $3.53, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

2. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.03 to $3.20, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

3. James A. Graf is the managing member of Graf Acquisition Partners IV LLC. Mr. Graf has voting and investment discretion with respect to the securities held of record by Graf Acquisition Partners IV LLC.

Remarks:

	/s/ James A. Graf	12/05/2023
	/s/ James A. Graf, managing member of Graf Acquisition Partners IV LLC	12/05/2023
	** Signature of Reporting Person	Date
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