0001209191-23-036666.txt : 20230613 0001209191-23-036666.hdr.sgml : 20230613 20230613162027 ACCESSION NUMBER: 0001209191-23-036666 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230609 FILED AS OF DATE: 20230613 DATE AS OF CHANGE: 20230613 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Alphabet Inc. CENTRAL INDEX KEY: 0001652044 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41536 FILM NUMBER: 231011433 BUSINESS ADDRESS: STREET 1: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650-253-0000 MAIL ADDRESS: STREET 1: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GV 2019 GP, L.L.C. CENTRAL INDEX KEY: 0001845038 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41536 FILM NUMBER: 231011439 BUSINESS ADDRESS: STREET 1: 1600 AMPHITHEATRE PKWY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650-335-5278 MAIL ADDRESS: STREET 1: 1600 AMPHITHEATRE PKWY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GV 2019 GP, L.P. CENTRAL INDEX KEY: 0001845039 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41536 FILM NUMBER: 231011438 BUSINESS ADDRESS: STREET 1: 1600 AMPHITHEATRE PKWY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650-335-5278 MAIL ADDRESS: STREET 1: 1600 AMPHITHEATRE PKWY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GV 2019, L.P. CENTRAL INDEX KEY: 0001845041 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41536 FILM NUMBER: 231011437 BUSINESS ADDRESS: STREET 1: 1600 AMPHITHEATRE PKWY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650-335-5278 MAIL ADDRESS: STREET 1: 1600 AMPHITHEATRE PKWY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GV 2021, L.P. CENTRAL INDEX KEY: 0001861202 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41536 FILM NUMBER: 231011434 BUSINESS ADDRESS: STREET 1: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650-253-0000 MAIL ADDRESS: STREET 1: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GV 2021 GP, L.L.C. CENTRAL INDEX KEY: 0001861206 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41536 FILM NUMBER: 231011436 BUSINESS ADDRESS: STREET 1: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650-253-0000 MAIL ADDRESS: STREET 1: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GV 2021 GP, L.P. CENTRAL INDEX KEY: 0001861216 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41536 FILM NUMBER: 231011435 BUSINESS ADDRESS: STREET 1: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650-253-0000 MAIL ADDRESS: STREET 1: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Prime Medicine, Inc. CENTRAL INDEX KEY: 0001894562 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 21 ERIE ST. CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 617-465-0013 MAIL ADDRESS: STREET 1: 21 ERIE ST. CITY: CAMBRIDGE STATE: MA ZIP: 02139 4 1 doc4.xml FORM 4 SUBMISSION X0407 4 2023-06-09 0 0001894562 Prime Medicine, Inc. PRME 0001845038 GV 2019 GP, L.L.C. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW CA 94043 0 0 1 0 0001845039 GV 2019 GP, L.P. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW CA 94043 0 0 1 0 0001845041 GV 2019, L.P. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW CA 94043 0 0 1 0 0001861206 GV 2021 GP, L.L.C. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW CA 94043 0 0 1 0 0001861216 GV 2021 GP, L.P. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW CA 94043 0 0 1 0 0001861202 GV 2021, L.P. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW CA 94043 0 0 1 0 0001652044 Alphabet Inc. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW CA 94043 0 0 1 0 1 Common Stock 2023-06-09 4 J 0 15672 0.00 D 10302748 I By GV 2019, L.P. Common Stock 2023-06-09 4 S 0 15672 14.4834 D 0 I By Alphabet Holdings LLC Common Stock 2023-06-12 4 J 0 16031 0.00 D 10286717 I By GV 2019, L.P. Common Stock 2023-06-12 4 S 0 16031 14.9804 D 0 I By Alphabet Holdings LLC Common Stock 1762440 I By GV 2021, L.P. The reported transaction represents a pro rata in-kind distribution, for no consideration, by the 2019 Partnership to its partners, which resulted in all of the securities reported in Column 4 of this row being distributed to the direct ownership of the 2019 Partnership's affiliate, Alphabet Holdings. The aforementioned distribution was made in accordance with the exemptions afforded pursuant to Rules 16a-13 and/or 16a-9 promulgated under the Securities Exchange Act of 1934, as amended, and pursuant to a Rule 10b5-1 plan adopted by the 2019 Partnership on April 6, 2023. The securities reported in this row are directly beneficially owned by GV 2019, L.P. (the "2019 Partnership"). The general partner of the 2019 Partnership is GV 2019 GP, L.P. (the "2019 GP"). The general partner of the 2019 GP is GV 2019 GP, L.L.C. ("GV 2019 LLC"). The sole member of GV 2019 LLC is Alphabet Holdings LLC ("Alphabet Holdings"). The sole member of Alphabet Holdings is XXVI Holdings Inc. ("XXVI"). The controlling stockholder of XXVI is Alphabet Inc. Each of the 2019 GP, GV 2019 LLC, Alphabet Holdings, XXVI, and Alphabet Inc. may 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 "Act")) the securities directly beneficially owned by the 2019 Partnership. Each of the aforementioned parties disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. This transaction was entered into pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 6, 2023. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.01 to $14.925, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote 4 and in footnote 6 of this Form 4. The securities reported in this row were directly beneficially owned by Alphabet Holdings at the time of sale. The sole member of Alphabet Holdings is XXVI. The controlling stockholder of XXVI is Alphabet Inc. Each of XXVI and Alphabet Inc. may be deemed to indirectly beneficially own (as the term is defined in Rule 13d-3 of the Act) securities directly beneficially owned by Alphabet Holdings. Each of the aforementioned entities disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.60 to $15.38, inclusive. The securities reported in this row are directly beneficially owned by GV 2021, L.P. (the "2021 Partnership"). The general partner of the 2021 Partnership is GV 2021 GP, L.P. (the "2021 GP"). The general partner of the 2021 GP is GV 2021 GP, L.L.C. ("GV 2021 LLC"). The sole member of GV 2021 LLC is Alphabet Holdings. The sole member of Alphabet Holdings is XXVI. The controlling stockholder of XXVI is Alphabet Inc. Each of the 2021 GP, GV 2021 LLC, Alphabet Holdings, XXVI, and Alphabet Inc. may be deemed to indirectly beneficially own (as the term is defined in Rule 13d-3 of the Act) the securities directly beneficially owned by the 2021 Partnership. Each of the aforementioned parties disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. /s/ Inga Goldbard, General Counsel of GV 2019 GP, L.L.C. 2023-06-13 /s/ Inga Goldbard, General Counsel of GV 2019 GP, L.P. 2023-06-13 /s/ Inga Goldbard, General Counsel of GV 2019, L.P. 2023-06-13 /s/ Inga Goldbard, General Counsel of GV 2021 GP, L.L.C. 2023-06-13 /s/ Inga Goldbard, General Counsel of GV 2021 GP, L.P. 2023-06-13 /s/ Inga Goldbard, General Counsel of GV 2021, L.P. 2023-06-13 /s/ Inga Goldbard, Attorney-in-fact of Alphabet Inc. 2023-06-13