Gv 2019 Gp, L.L.C. - Oct 19, 2022 Form 3 Insider Report for Prime Medicine, Inc. (PRME)

Role: 10%+ Owner
Signature: /s/ Inga Goldbard, General Counsel of GV 2019 GP, L.L.C.
Stock symbol: PRME
Transactions as of: Oct 19, 2022
Transactions value $: $0
Form type: 3
Date filed: 10/19/2022, 08:08 PM
Previous filing: Apr 12, 2022
Next filing: Oct 26, 2022

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
holding	PRME	Series A Convertible Preferred Stock							Oct 19, 2022	Common Stock	10.7M		By GV 2019, L.P.	F1, F2
holding	PRME	Series B Convertible Preferred Stock							Oct 19, 2022	Common Stock	1.76M		By GV 2021, L.P.	F1, F3

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

Explanation of Responses:

Id	Content
F1	The shares of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock (together, the "Preferred Stock") are convertible into Common Stock on a one-for-3.10880 basis at any time at the option of the holder, and will automatically convert into the number of shares shown in Column 3 immediately prior to the closing of the Issuer's initial public offering. The Preferred Stock has no expiration date.
F2	The reported securities are held directly by GV 2019, L.P. GV 2019 GP, L.P. ("GV 2019 GP"), the general partner of GV 2019, L.P., GV 2019 GP, L.L.C. ("GV 2019 LLC"), the general partner of GV 2019 GP, L.P., Alphabet Holdings LLC ("Alphabet Holdings"), the sole member of GV 2019 GP, L.L.C., XXVI Holdings Inc. ("XXVI"), the sole member of Alphabet Holdings LLC, and Alphabet Inc. ("Alphabet"), the controlling stockholder of XXVI Holdings Inc. may each be deemed to indirectly beneficially own (as the term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) the securities directly beneficially owned by GV 2019, L.P. Each of GV 2019 GP, GV 2019 LLC, Alphabet Holdings, XXVI and Alphabet disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
F3	The reported securities are held directly by GV 2021, L.P. GV 2021 GP, L.P. ("GV 2021 GP"), the general partner of GV 2021, L.P., GV 2021 GP, L.L.C. ("GV 2021 LLC"), the general partner of GV 2021 GP, L.P., Alphabet Holdings, the sole member of GV 2021 GP, L.L.C., XXVI, the sole member of Alphabet Holdings, and Alphabet, the controlling stockholder of XXVI, may each be deemed to indirectly beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act) the securities directly beneficially owned by GV 2021, L.P. Each of GV 2021 GP, GV 2021 LLC, Alphabet Holdings, XXVI and Alphabet, disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.