James W. Mccollum - 21 Mar 2024 Form 4 Insider Report for LENZ Therapeutics, Inc. (LENZ)

Role: Director
Signature: /s/ Evert Schimmelpennink, as Attorney-in-Fact
Issuer symbol: LENZ
Transactions as of: 21 Mar 2024
Net transactions value: +$249,992
Form type: 4
Filing time: 25 Mar 2024, 20:42:24 UTC
Next filing: 14 May 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	LENZ	Common Stock	Award	$0	+95,034		$0.000000	95,034	21 Mar 2024	Direct	F1
transaction	LENZ	Common Stock	Award	$0	+477,600		$0.000000	477,600	21 Mar 2024	By trust	F1
transaction	LENZ	Common Stock	Award	$249,992	+16,633	+3.5%	$15.03^*	494,233	21 Mar 2024	By trust	F2

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	LENZ	Warrant (right to buy)	Award	$0	+6,575		$0.000000	6,575	21 Mar 2024	Common Stock	6,575	$10.64	By trust	F3
transaction	LENZ	Stock Option (right to buy)	Award	$0	+27,000		$0.000000	27,000	21 Mar 2024	Common Stock	27,000	$15.05	Direct	F4

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

Explanation of Responses:

Id	Content
F1	Shares issued upon closing of the transactions contemplated by the Agreement and Plan of Merger, dated as of November 14, 2023 (the "Merger Agreement"), by and among the Issuer, Generate Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the issuer, and LENZ Therapeutics Operations, Inc. (previously named Lenz Therapeutics, Inc.), a Delaware corporation ("LENZ OpCo"), in exchange of outstanding shares of LENZ OpCo, pursuant to the terms and conditions of the Merger Agreement.
F2	Shares issued upon the closing of the private placement financing under the Subscription Agreement by and among the Issuer, the Reporting Person and the other purchasers party thereto, dated as of November 14, 2023, pursuant to which, immediately following the closing of the transactions contemplated by the Merger Agreement, such purchasers purchased an aggregate of 3,559,565 shares of Common Stock at a price of $15.0299 per share for aggregate gross proceeds to the Issuer of approximately $53.5 million, as more fully described in the Issuer's reports filed with the Securities and Exchange Commission.
F3	Warrant assumed in connection with the closing of the transactions contemplated by the Merger Agreement, in exchange of an outstanding warrant to purchase shares of LENZ OpCo, pursuant to the terms and conditions of the Merger Agreement.
F4	Subject to the Reporting Person continuing to be a Service Provider (as defined in the Issuer's 2024 Equity Incentive Plan) through each applicable date, one thirty-sixth (1/36th) of the shares subject to the option shall vest each month following the Vesting Commencement Date on the same day of the month as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month). "Vesting Commencement Date" shall mean March 21, 2024.