Form: 3

Initial statement of beneficial ownership of securities

March 25, 2024

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 VII, L.P.
(Last) (First) (Middle)
ONE SANSOME STREET, SUITE 1650
(Street)
SAN FRANCISCO CA 94104
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/21/2024 		3. Issuer Name and Ticker or Trading Symbol
LENZ Therapeutics, Inc. [ LENZ ]
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 1,598,789(1) D(2)
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
Warrant (Right to Buy) 03/21/2024 10/30/2027 Common Stock 70,534(1) 10.64 D(2)
1. Name and Address of Reporting Person*
Versant Venture Capital VII, L.P.
(Last) (First) (Middle)
ONE SANSOME STREET, SUITE 1650
(Street)
SAN FRANCISCO CA 94104
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Versant Ventures VII GP, L.P.
(Last) (First) (Middle)
ONE SANSOME STREET, SUITE 1650
(Street)
SAN FRANCISCO CA 94104
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Versant Ventures VII GP-GP, LLC
(Last) (First) (Middle)
ONE SANSOME STREET, SUITE 1650
(Street)
SAN FRANCISCO CA 94104
(City) (State) (Zip)
Explanation of Responses:
1. These securities were acquired pursuant to that certain Agreement and Plan of Merger by and among the Issuer, Generate Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer ("Merger Sub"), and Lenz Therapeutics, Inc., a Delaware corporation ("LENZ"), pursuant to which the Merger Sub merged with and into LENZ (the "Merger"), with LENZ continuing as a wholly owned subsidiary of the Issuer and the surviving corporation of the Merger.
2. These securities are held by Versant Venture Capital VII, L.P. ("VVC VII"). Versant Ventures VII GP-GP, LLC ("VV VII GP") is the sole general partner of Versant Ventures VII GP, L.P. ("VV VII") and VV VII is the sole general partner of VVC VII. Each of VV VII GP and VV VII disclaims beneficial ownership of the shares held by VVC VII, except to the extent of their respective pecuniary interests therein.
Versant Venture Capital VII, L.P. By: Versant Ventures VII GP, L.P. Its: General Partner By: Versant Ventures VII GP-GP, LLC By: /s/ Max Eisenberg Its: Chief Operating Officer 03/25/2024
Versant Ventures VII GP, L.P., By: Versant Ventures VII GP-GP, LLC By: /s/ Max Eisenberg Its: Chief Operating Officer 03/25/2024
Versant Ventures VII GP-GP, LLC By: /s/ Max Eisenberg Its: Chief Operating Officer 03/25/2024
** 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.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.