0001815776-24-000022.txt : 20240325 0001815776-24-000022.hdr.sgml : 20240325 20240325203451 ACCESSION NUMBER: 0001815776-24-000022 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240321 FILED AS OF DATE: 20240325 DATE AS OF CHANGE: 20240325 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Olsson Shawn CENTRAL INDEX KEY: 0002015796 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40532 FILM NUMBER: 24780689 MAIL ADDRESS: STREET 1: C/O LENZ THERAPEUTICS, INC. STREET 2: 445 MARINE VIEW AVENUE, SUITE 320 CITY: DEL MAR STATE: CA ZIP: 92014 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LENZ Therapeutics, Inc. CENTRAL INDEX KEY: 0001815776 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 844867570 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 445 MARINE VIEW AVE SUITE 320 CITY: DEL MAR STATE: CA ZIP: 92014 BUSINESS PHONE: 858-925-7000 MAIL ADDRESS: STREET 1: 445 MARINE VIEW AVE SUITE 320 CITY: DEL MAR STATE: CA ZIP: 92014 FORMER COMPANY: FORMER CONFORMED NAME: Graphite Bio, Inc. DATE OF NAME CHANGE: 20210312 FORMER COMPANY: FORMER CONFORMED NAME: Integral Medicines, Inc. DATE OF NAME CHANGE: 20200622 4 1 wk-form4_1711413279.xml FORM 4 X0508 4 2024-03-21 0 0001815776 LENZ Therapeutics, Inc. LENZ 0002015796 Olsson Shawn C/O LENZ THERAPEUTICS, INC. 445 MARINE VIEW AVE SUITE 320 DEL MAR CA 92014 0 1 0 0 Chief Commercial Officer 0 Stock Option (right to buy) 2.08 2024-03-21 4 A 0 67974 0 A 2031-08-18 Common Stock 67974 67974 D Stock Option (right to buy) 5.05 2024-03-21 4 A 0 30466 0 A 2032-11-23 Common Stock 30466 30466 D Stock Option (right to buy) 6.04 2024-03-21 4 A 0 50915 0 A 2033-06-19 Common Stock 50915 50915 D Stock Option (right to buy) 15.05 2024-03-21 4 A 0 105000 0 A 2034-03-20 Common Stock 105000 105000 D Stock option assumed in connection with the 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 an outstanding option to purchase shares of LENZ OpCo, pursuant to the terms and conditions of the Merger Agreement. Subject to the Reporting Person continuing to be a Service Provider (as defined in the LENZ Therapeutics Operations, Inc. (previously named Lenz Therapeutics, Inc.) 2020 Equity Incentive Plan) through each applicable date, twenty five percent (25%) of the shares subject to the option shall vest on the one (1) year anniversary of the Vesting Commencement Date, and one forty-eighth (1/48th) of the shares subject to the option shall vest each month thereafter 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 April 26, 2021. Subject to the Reporting Person continuing to be a Service Provider (as defined in the LENZ Therapeutics Operations, Inc. (previously named Lenz Therapeutics, Inc.) 2020 Equity Incentive Plan) through each applicable date, twenty five percent (25%) of the shares subject to the option shall vest on the one (1) year anniversary of the Vesting Commencement Date, and one forty-eighth (1/48th) of the shares subject to the option shall vest each month thereafter 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 6, 2023. 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, twenty five percent (25%) of the shares subject to the option shall vest on the one (1) year anniversary of the Vesting Commencement Date, and one thirty-sixth (1/36th) of the remaining shares subject to the option shall vest each month thereafter 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. /s/ Evert Schimmelpennink, as Attorney-in-Fact 2024-03-25