Davis Jerel - Feb 16, 2021 Form 4 Insider Report for Graphite Bio, Inc. (GRPH)

Role: Director, 10%+ Owner
Signature: /s/ Franco Valle, attorney-in-fact
Stock symbol: GRPH
Transactions as of: Feb 16, 2021
Transactions value $: $28,800,000
Form type: 4
Date filed: 6/28/2021, 08:00 PM
Next filing: May 7, 2021

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	GRPH	Series A Preferred Stock	Award	$10M	+10M	+49.95%	$1.00	30M	Feb 16, 2021	Common Stock	4.11M		See footnote	F1, F2, F3
transaction	GRPH	Series B Preferred Stock	Award	$18.8M	+3.72M		$5.06	3.72M	Mar 11, 2021	Common Stock	1.53M		See footnote	F2, F4, F5
transaction	GRPH	Stock Option (right to buy)	Award	$0	+40K		$0.00	40K	Jun 24, 2021	Common Stock	40K	$17.00	Direct	F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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 7 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.
F2	This transaction occurred prior to the Issuer's IPO and is being reported on Form 4 solely for purposes of compliance with Rule 16a-2(a) under the Securities Exchange Act of 1934, as amended. The securities covered by such transaction were previously included on the Reporting Person's Form 3.
F3	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. The Reporting Person, 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 the Reporting Person disclaims beneficial ownership of the shares held by VVC VI, except to the extent of their respective pecuniary interests therein.
F4	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 7 immediately upon closing of the Issuer's IPO without payment of additional consideration. The Series B Preferred Stock has no expiration date.
F5	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. The Reporting Person, 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 the Reporting Person disclaims beneficial ownership of the shares held by VV II, except to the extent of their respective pecuniary interests therein.
F6	1/36th of the shares subject to such option vest and become exercisable in substantially equal monthly installments on each monthly anniversary of June 24, 2021, subject to the Reporting Person's continuous service to the Issuer on each such date.