Form: 4

Statement of changes in beneficial ownership of securities

July 1, 2021

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*
Versant Venture Capital VI, L.P.
(Last) (First) (Middle)
ONE SANSOME STREET, SUITE 3630
(Street)
SAN FRANCISCO CA 94104
(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/29/2021
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 06/29/2021 C 12,343,727 A (1) 14,708,398 D(2)
Common Stock 06/29/2021 C 1,527,719 A (3) 1,527,719 I See footnote(4)
Common Stock 06/29/2021 P 180,000 A $17 1,707,719 I See footnote(4)
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
Series A Preferred Stock (1) 06/29/2021 C 30,019,945 (1) (1) Common Stock 12,343,727 (1) 0 D(2)
Series B Preferred Stock (3) 06/29/2021 C 3,715,415 (3) (3) Common Stock 1,527,719 (3) 0 I See footnote(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 of the Series A 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 Issuer's initial public offering ("IPO") without payment of additional consideration. The Series A Preferred Stock had no expiration date.
2. 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.
3. These shares of the 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 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.
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 07/01/2021
Versant Ventures VI GP, L.P., By: Versant Ventures VI GP-GP, LLC By: /s/ Robin L. Praeger Its: Managing Director 07/01/2021
Versant Ventures VI GP-GP, LLC By: /s/ Robin L. Praeger Its: Managing Director 07/01/2021
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 07/01/2021
Versant Vantage II GP, L.P., By: Versant Vantage II GP-GP, LLC Its: General Partner By: /s/ Robin L. Praeger Its: Managing Director 07/01/2021
Versant Vantage II GP-GP, LLC, By: /s/ Robin L. Praeger Its: Managing Director 07/01/2021
** 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 4 (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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