Graf Acquisition Partners IV LLC - 02 Dec 2024 Form 4 Insider Report for NKGen Biotech, Inc. (NKGN)

Role
10%+ Owner
Signature
/s/ James A. Graf, managing member of Graf Acquisition Partners IV LLC
Issuer symbol
NKGN
Transactions as of
02 Dec 2024
Net transactions value
$0
Form type
4
Filing time
23 Dec 2024, 16:01:35 UTC
Previous filing
04 Oct 2023
Next filing
26 Dec 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NKGN Common Stock Other $0 -97,232 -4% $0.000000 2,339,512 02 Dec 2024 Direct F1, F3
transaction NKGN Common Stock Other $0 -83,214 -3.6% $0.000000 2,256,298 16 Dec 2024 Direct F2, F3
transaction NKGN Common Stock Other $0 -110,157 -4.9% $0.000000 2,146,141 18 Dec 2024 Direct F3, F4

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 NKGN Private Placement Warrants Disposed to Issuer -713,357 -15% 4,008,176 02 Dec 2024 Common Stock 713,357 $11.50 Direct F3, F5
transaction NKGN Private Placement Warrants Disposed to Issuer -1,212,707 -30% 2,795,469 16 Dec 2024 Common Stock 1,212,707 $11.50 Direct F3, F5
transaction NKGN Working Capital Warrants Disposed to Issuer -66,667 -13% 456,473 16 Dec 2024 Common Stock 66,667 $11.50 Direct F3, F6
transaction NKGN Private Placement Warrants Disposed to Issuer -891,696 -32% 1,903,773 18 Dec 2024 Common Stock 891,696 $11.50 Direct F3, F5
transaction NKGN Working Capital Warrants Disposed to Issuer -266,667 -58% 189,806 18 Dec 2024 Common Stock 266,667 $11.50 Direct F3, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On December 2, 2024, Graf Acquisition Partners IV LLC (the "Sponsor") distributed 97,232 shares of common stock of the NKGen Biotech, Inc. (f/k/a Graf Acquisition Corp. IV, the "Issuer") to SPAC21, LLC, Claybaker LLC, and Venus Investments I LLC, each a member of the Sponsor and initially entitled to the distribution of 15% of the original shares of common stock held by the Sponsor, which were issued upon the conversion of the shares of Class B common stock of Graf Acquisition Corp. IV (the "Founder Shares"), upon September 29, 2024, the one-year anniversary of the closing of the business combination between Graf Acquisition Corp. IV and the Issuer, and the additional parties thereto (the "Closing").
F2 On December 16, 2024, the Sponsor distributed 83,214 shares of common stock of the Issuer to ARI Founders Fund, L.P. and OC Opportunities Fund III, L.P, each a member of the Sponsor and initially entitled to the distribution of 15% of the Founder Shares, upon September 29, 2024, the one-year anniversary of the Closing.
F3 The Sponsor is the record holder of the securities reported herein. James A. Graf is the managing member of the Sponsor. Mr. Graf has voting and investment discretion with respect to the securities held of record by the Sponsor.
F4 On December 17, 2024, the Sponsor distributed 110,157 shares of common stock of the Issuer to Magnetar Constellation Master Fund, Ltd., Magnetar Constellation Fund II, Ltd., Magnetar Structured Credit Fund, LP, Magnetar Xing He Master Fund Ltd., Magnetar SC Fund Ltd., Purpose Alternative Credit Fund Ltd., Purpose Alternative Credit Fund - T LLC, Magnetar Lake Credit Fund LLC, Magnetar Capital Master Fund, Ltd., Magnetar Discovery Master Fund Ltd., W.I. Cook Foundation Inc., Isalea Investments LP, Edwin J. Rigaud, and Jeff Sagansky, each a member of the Sponsor and initially entitled to the distribution of 15% of the Founder Shares, upon September 29, 2024, the one-year anniversary of the Closing.
F5 The Private Placement Warrants were distributed by the Sponsor to its members in accordance with its limited liability company agreement, as amended. The Private Placement Warrants were initially purchased at a price of $1.50 per Private Placement Warrant in accordance with the private placement warrant agreement between the Sponsor and the Issuer.
F6 The Working Capital Warrants were distributed by the Sponsor to its members in accordance with its limited liability company agreement, as amended. The Working Capital Warrants were issued in connection with the conversion of working capital loans, entered into between the Sponsor and the Issuer, at a price of $1.50 per Working Capital Warrant.