Form: 3

Initial statement of beneficial ownership of securities

June 24, 2021

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*
Versant Venture Capital VI, L.P.
(Last) (First) (Middle)
ONE SANSOME STREET, SUITE 3630
(Street)
SAN FRANCISCO CA 94104
(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)
Common Stock 2,364,671(1) 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 A Preferred Stock (2) (2) Common Stock 12,343,727 (2) D(1)
Series B Preferred Stock (3) (3) Common Stock 1,527,719 (3) I By Versant Vantage II, L.P.(4)
1. Name and Address of Reporting Person*
Versant Venture Capital VI, L.P.
(Last) (First) (Middle)
ONE SANSOME STREET, SUITE 3630
(Street)
SAN FRANCISCO CA 94104
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Versant Ventures VI GP, L.P.
(Last) (First) (Middle)
ONE SANSOME STREET, SUITE 3630
(Street)
SAN FRANCISCO CA 94104
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Versant Ventures VI GP-GP, LLC
(Last) (First) (Middle)
ONE SANSOME STREET, SUITE 3630
(Street)
SAN FRANCISCO CA 94104
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Versant Vantage II, L.P.
(Last) (First) (Middle)
ONE SANSOME STREET, SUITE 3630
(Street)
SAN FRANCISCO CA 94104
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Versant Vantage II GP, L.P.
(Last) (First) (Middle)
ONE SANSOME STREET, SUITE 3630
(Street)
SAN FRANCISCO CA 94104
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Versant Vantage II GP-GP, LLC
(Last) (First) (Middle)
ONE SANSOME STREET, SUITE 3630
(Street)
SAN FRANCISCO CA 94104
(City) (State) (Zip)
Explanation of Responses:
1. 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. Jerel C. Davis, 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 Jerel C. Davis disclaims beneficial ownership of the shares held by VVC VI, except to the extent of their respective pecuniary interests therein. Jerel C. Davis is a director of the Issuer and, accordingly files separate Section 16 reports.
2. 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 3 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.
3. 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 IPO without payment of additional consideration. The Series B Preferred Stock has no expiration date.
4. 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. Jerel C. Davis, 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 Jerel C. Davis disclaims beneficial ownership of the shares held by VV II, except to the extent of their respective pecuniary interests therein. Jerel C. Davis is a director of the Issuer and, accordingly files separate Section 16 reports.
Remarks:
Versant Venture Capital VI, L.P. By: Versant Ventures VI GP, L.P. Its: General Partner By: Versant Ventures VI GP-GP, LLC By: /s/ Robin L. Praeger Its: Managing Director 06/24/2021
Versant Ventures VI GP, L.P., By: Versant Ventures VI GP-GP, LLC By: /s/ Robin L. Praeger Its: Managing Director 06/24/2021
Versant Ventures VI GP-GP, LLC By: /s/ Robin L. Praeger Its: Managing Director 06/24/2021
Versant Vantage II, LP By: Versant Vantage I GP, L.P. Its: General Partner By: Versant Vantage II GP-GP, LLC Its: General Partner By: /s/ Robin L. Praeger Its: Managing Director 06/24/2021
Versant Vantage II GP, L.P., By: Versant Vantage II GP-GP, LLC Its: General Partner By: /s/ Robin L. Praeger Its: Managing Director 06/24/2021
Versant Vantage II GP-GP, LLC, By: /s/ Robin L. Praeger Its: Managing Director 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).

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