3: Initial statement of beneficial ownership of securities
Published on June 24, 2021
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIESFiled 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/24/2021 |
3. Issuer Name and Ticker or Trading Symbol
Graphite Bio, Inc. [ GRPH ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| 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) |
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| 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) | ||
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| 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*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| 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.
* 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.