Prelude Ventures LLC - Jul 24, 2023 Form 4 Insider Report for GreenLight Biosciences Holdings, PBC (GRNA)

Role: Member of 10% owner group
Signature: PRELUDE VENTURES LLC, By: /s/ Mark Cupta
Stock symbol: GRNA
Transactions as of: Jul 24, 2023
Transactions value $: $0
Form type: 4
Date filed: 7/26/2023, 04:11 PM
Previous filing: Jun 8, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GRNA	Common Stock	Other		-3.19M	-100%		0	Jul 24, 2023	See Footnote	F1, F2

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

Prelude Ventures LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	This Form 4 reports securities contributed by the Reporting Person in connection with the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 29, 2023, by and among GreenLight Biosciences Holdings, PBC, SW ParentCo, Inc. ("Parent"), and SW MergerCo, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), to Merger Sub in exchange for shares of Series A-2 Preferred Stock, par value $0.001 per share, of Parent pursuant to a Contribution and Exchange Agreement, dated May 29, 2016 (the "Contribution and Exchange Agreement"), between Parent and Prelude Ventures LLC. The price used to calculate the value of each share of Series A-2 Preferred Stock for purposes of the exchange was $0.40 per share, as determined pursuant to the terms of the Contribution and Exchange Agreement.
F2	Prelude Ventures LLC is the general partner of Prelude Fund, LP, the record holder of the securities. Prelude Ventures LLC disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

Content

This Form 4 reports securities contributed by the Reporting Person in connection with the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 29, 2023, by and among GreenLight Biosciences Holdings, PBC, SW ParentCo, Inc. ("Parent"), and SW MergerCo, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), to Merger Sub in exchange for shares of Series A-2 Preferred Stock, par value $0.001 per share, of Parent pursuant to a Contribution and Exchange Agreement, dated May 29, 2016 (the "Contribution and Exchange Agreement"), between Parent and Prelude Ventures LLC. The price used to calculate the value of each share of Series A-2 Preferred Stock for purposes of the exchange was $0.40 per share, as determined pursuant to the terms of the Contribution and Exchange Agreement.

Prelude Ventures LLC is the general partner of Prelude Fund, LP, the record holder of the securities. Prelude Ventures LLC disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.