Statement of Changes in Beneficial Ownership (4)
October 08 2021 - 5:09PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Samsara BioCapital, L.P. |
2. Issuer Name and Ticker or Trading Symbol
Graphite Bio, Inc.
[
GRPH
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
628 MIDDLEFIELD ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/6/2021 |
(Street)
PALO ALTO, CA 94301
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 10/6/2021 | | P | | 61475 | A | $13.83 (1) | 7455345 | I | By Fund (2) |
Common Stock | 10/7/2021 | | P | | 9021 | A | $14.94 (3) | 7464366 | I | By Fund (2) |
Common Stock | 10/8/2021 | | P | | 75000 | A | $13.12 (4) | 7539366 | I | By Fund (2) |
Common Stock | | | | | | | | 37753 | I | By Fund (5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.40 to $14.00 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
(2) | Shares held by Samsara BioCapital, L.P. ("Samsara LP"). Samsara BioCapital GP, LLC ("Samsara LLC") is the general partner of Samsara LP and may be deemed to beneficially own the shares held by Samsara LP. Dr. Srinivas Akkaraju, MD, Ph.D. has voting and investment power over the shares held by Samsara LP and, accordingly, may be deemed to beneficially own the shares held by Samsara LP. Each of Samsara LLC and Dr. Akkaraju disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interest therein. |
(3) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.49 to $15.00 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
(4) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.90 to $13.47 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
(5) | Shares held by 436, L.P. ("436 LP"). 436, LLC ("436 LLC") is the general partner of 436 LP and may be deemed to beneficially own the shares held by 436 LP. Dr. Srinivas Akkaraju, MD, Ph.D. has voting and investment power over the shares held by 436 LP and, accordingly, may be deemed to beneficially own the shares held by 436 LP. Dr. Akkaraju disclaims beneficial ownership in these shares except to the extent of his pecuniary interest therein. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Samsara BioCapital, L.P. 628 MIDDLEFIELD ROAD PALO ALTO, CA 94301 |
| X |
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AKKARAJU SRINIVAS 628 MIDDLEFIELD ROAD PALO ALTO, CA 94301 |
| X |
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Signatures
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Samsara BioCapital, L.P., By: Samsara BioCapital GP, LLC, its General Partner, By /s/ Srinivas Akkaraju, Managing Member | | 10/8/2021 |
**Signature of Reporting Person | Date |
/s/ Srinivas Akkaraju | | 10/8/2021 |
**Signature of Reporting Person | Date |
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