SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Jerel Davis

(Last)

(First)

(Middle)

C/O GRAPHITE BIO, INC.

279 EAST GRAND AVENUE, SUITE 430

(Street)

SOUTH SAN FRANCISCO

94080

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/24/2021

3. Issuer Name and Ticker or Trading Symbol
Graphite Bio, Inc. [ GRPH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,364,671	I	See footnote⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	12,343,727	⁽²⁾	I	See footnote⁽¹⁾
Series B Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	1,527,719	⁽³⁾	I	See footnote⁽⁴⁾

Explanation of Responses:

1. These shares are held by Versant Venture Capital VI, L.P. ("VVC VI"). Versant Ventures VI GP-GP, LLC ("VV VI GP") is the sole general partner of Versant Ventures VI GP, L.P. ("VV VI") and VV VI is the sole general partner of VVC VI. The Reporting Person, a member of the Issuer's board of directors, is a managing member of VV VI GP and may be deemed to share voting and dispositive power over the shares held by VVC VI. Each of VV VI GP, VV VI and the Reporting Person disclaims beneficial ownership of the shares held by VVC VI, except to the extent of their respective pecuniary interests therein.

2. These shares of the Issuer's Series A Preferred Stock will automatically convert on a 2.432-for-one basis into the number of shares of the Issuer's common stock shown in Column 3 immediately upon closing of the Issuer's initial public offering ("IPO") without payment of additional consideration. The Series A Preferred Stock has no expiration date.

3. These shares of the Issuer's Series B Preferred Stock will automatically convert on a 2.432-for-one basis into the number of shares of the Issuer's common stock shown in Column 3 immediately upon closing of the Issuer's IPO without payment of additional consideration. The Series B Preferred Stock has no expiration date.

4. These shares are held by Versant Vantage II, L.P. ("VV II"). Versant Vantage II GP-GP, LLC ("VV II GP-GP") is the sole general partner of Versant Vantage II GP, L.P. ("VV II GP") and VV II GP is the sole general partner of VV II. The Reporting Person, a member of the Issuer's board of directors, is a managing member of VV II GP-GP and may be deemed to share voting and dispositive power over the shares held by VV II. Each of VV II GP-GP, VV II GP and the Reporting Person disclaims beneficial ownership of the shares held by VV II, except to the extent of their respective pecuniary interests therein.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Franco Valle, attorney-in-fact	06/24/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.