GV 2019 GP, L.L.C. - 24 Oct 2022 Form 4 Insider Report for Prime Medicine, Inc. (PRME)

Role
10%+ Owner
Signature
/s/ Inga Goldbard, General Counsel of GV 2019 GP, L.L.C.
Issuer symbol
PRME
Transactions as of
24 Oct 2022
Net transactions value
+$13,600,000
Form type
4
Filing time
26 Oct 2022, 20:02:00 UTC
Previous filing
19 Oct 2022
Next filing
10 May 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PRME Common Stock Conversion of derivative security +10,722,248 10,722,248 24 Oct 2022 By GV 2019, L.P. F1, F2
transaction PRME Common Stock Conversion of derivative security +1,762,440 1,762,440 24 Oct 2022 By GV 2021, L.P. F1, F3
transaction PRME Common Stock Purchase $13,600,000 +800,000 +7.5% $17.00 11,522,248 24 Oct 2022 By GV 2019, L.P. F2, 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 PRME Series A Convertible Preferred Stock Conversion of derivative security $0 -33,333,331 -100% $0.000000* 0 24 Oct 2022 Common Stock 10,722,248 By GV 2019, L.P. F1, F2
transaction PRME Series B Convertible Preferred Stock Conversion of derivative security $0 -5,479,076 -100% $0.000000* 0 24 Oct 2022 Common Stock 1,762,440 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") were convertible into Common Stock on a one-for-3.10880 basis at any time at the option of the holder, and automatically converted into the number of shares shown in Column 7 immediately prior to the closing of the Issuer's initial public offering on October 24, 2022. The Preferred Stock had 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 the 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.
F4 Reflects shares purchased by GV 2019, L.P. in the Issuer's initial public offering.