GRPH Graphite Bio Inc

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

  NAMES OF REPORTING PERSONS

  Matthew Porteus    

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  3,548,529 shares of Common Stock

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  3,548,529 shares of Common Stock

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  3,548,529 shares of Common Stock (1)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  6.1% (2)

  TYPE OF REPORTING PERSON

  IN

Consists of (i) 3,528,529 shares of Common Stock held directly by Matthew Porteus and (ii) 20,000 shares of Common Stock issuable within 60 days after December 31, 2023 upon the exercise of options held directly by Matthew Porteus.

Percentage ownership is based on (i) 58,008,396 shares of Common Stock outstanding as of December 31, 2023 and (ii) 20,000 shares of Common Stock issuable within 60 days after December 31, 2023 upon the exercise of options held directly by Matthew Porteus, which have been added to the Common Stock reported as outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing:

Address of Principal Business Office or, if None, Residence:

Citizenship:

Title of Class of Securities:

CUSIP Number:

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)        ☐   Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).

(b)        ☐   Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)        ☐   Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)        ☐   Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a- 8).

(e)        ☐   An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);

(f)        ☐   An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F);

(g)        ☐   A parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G);

(h)        ☐   A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)        ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)        ☐ Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).

Ownership.

Amount beneficially owned: 3,548,529 shares of Common Stock which consists of (i) 3,528,529 shares of Common Stock held directly by Matthew Porteus and (ii) 20,000 shares of Common Stock issuable within 60 days after December 31, 2023 upon the exercise of options held directly by Matthew Porteus.

Percent of class: 6.1%

Number of shares as to which such person has:

Sole power to vote or to direct the vote: 3,548,529

Shared power to vote or to direct the vote: 0

Sole power to dispose or to direct the disposition of: 3,548,529

Shared power to dispose or to direct the disposition of: 0

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certification.

/s/ Matthew Porteus