SCHEDULE 13G/A 0001175707 XXXXXXXX LIVE 4 Common Stock, par value $0.01 per share (the "Shares") 03/31/2025 0001745999 Beam Therapeutics Inc. 07373V105 238 Main Street Cambridge MA 02142 Rule 13d-1(c) Farallon Capital Partners, L.P. b CA 0 708049 0 708049 708049 N 0.7 PN Farallon Capital Institutional Partners, L.P. b CA 0 864017 0 864017 864017 N 0.9 PN Farallon Capital Institutional Partners II, L.P. b CA 0 240471 0 240471 240471 N 0.2 PN Farallon Capital Institutional Partners III, L.P. b DE 0 106612 0 106612 106612 N 0.1 PN Four Crossings Institutional Partners V, L.P. b DE 0 154093 0 154093 154093 N 0.2 PN Farallon Capital Offshore Investors II, L.P. b E9 0 1683455 0 1683455 1683455 N 1.7 PN Farallon Capital (AM) Investors, L.P. b DE 0 97184 0 97184 97184 N 0.1 PN Farallon Capital F5 Master I, L.P. b E9 0 346677 0 346677 346677 N 0.3 PN Farallon Healthcare Partners Master, L.P. b E9 0 5772422 0 5772422 5772422 N 5.8 PN Farallon Partners, L.L.C. b DE 0 9626303 0 9626303 9626303 N 9.6 OO Farallon Institutional (GP) V, L.L.C. b DE 0 154093 0 154093 154093 N 0.2 OO Farallon F5 (GP), L.L.C. b DE 0 346677 0 346677 346677 N 0.3 OO Farallon Healthcare Partners (GP), L.L.C. b DE 0 5772422 0 5772422 5772422 N 5.8 OO Dapice Joshua J. b X1 0 9972980 0 9972980 9972980 N 9.99 IN Dreyfuss, Philip D. b X1 0 9972980 0 9972980 9972980 N 9.99 IN Dunn Hannah E. b X1 0 9972980 0 9972980 9972980 N 9.99 IN Fried, Richard B b X1 0 9972980 0 9972980 9972980 N 9.99 IN Gehani, Varun N. b X1 0 9972980 0 9972980 9972980 N 9.99 IN Giauque, Nicolas b I0 0 9972980 0 9972980 9972980 N 9.99 IN Kim, David T. b X1 0 9972980 0 9972980 9972980 N 9.99 IN Linn, Michael G. b X1 0 9972980 0 9972980 9972980 N 9.99 IN Luo Patrick (Cheng) b F4 0 9972980 0 9972980 9972980 N 9.99 IN Patel, Rajiv A. b X1 0 9972980 0 9972980 9972980 N 9.99 IN Roberts, Jr., Thomas G. b X1 0 9972980 0 9972980 9972980 N 9.99 IN Saito Edric C. b X1 0 9972980 0 9972980 9972980 N 9.99 IN Seybold, William b X1 0 9972980 0 9972980 9972980 N 9.99 IN Short Daniel S. b X1 0 9972980 0 9972980 9972980 N 9.99 IN Spokes, Andrew J. M. b X0 0 9972980 0 9972980 9972980 N 9.99 IN Warren, John R. b X1 0 9972980 0 9972980 9972980 N 9.99 IN Wehrly, Mark C. b X1 0 9972980 0 9972980 9972980 N 9.99 IN Beam Therapeutics Inc. 238 Main Street, Cambridge, Massachusetts, 02142 This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons." (i) Farallon Capital Partners, L.P., a California limited partnership ("FCP"), with respect to the Shares held by it and the Shares that it currently has the right to acquire upon the exercise of Warrants (as defined in Item 4); (ii) Farallon Capital Institutional Partners, L.P., a California limited partnership ("FCIP"), with respect to the Shares held by it and the Shares that it currently has the right to acquire upon the exercise of Warrants; (iii) Farallon Capital Institutional Partners II, L.P., a California limited partnership ("FCIP II"), with respect to the Shares held by it and the Shares that it currently has the right to acquire upon the exercise of Warrants; (iv) Farallon Capital Institutional Partners III, L.P., a Delaware limited partnership ("FCIP III"), with respect to the Shares held by it and the Shares that it currently has the right to acquire upon the exercise of Warrants; (v) Four Crossings Institutional Partners V, L.P., a Delaware limited partnership ("FCIP V"), with respect to the Shares held by it and the Shares that it currently has the right to acquire upon the exercise of Warrants; (vi) Farallon Capital Offshore Investors II, L.P., a Cayman Islands exempted limited partnership ("FCOI II"), with respect to the Shares held by it and the Shares that it currently has the right to acquire upon the exercise of Warrants; (vii) Farallon Capital (AM) Investors, L.P., a Delaware limited partnership ("FCAMI"), with respect to the Shares held by it and the Shares that it currently has the right to acquire upon the exercise of Warrants; (viii) Farallon Capital F5 Master I, L.P., a Cayman Islands exempted limited partnership ("F5MI"), with respect to the Shares held by it and the Shares that it currently has the right to acquire upon the exercise of Warrants; and (ix) Farallon Healthcare Partners Master, L.P., a Cayman Islands exempted limited partnership ("FHPM"), with respect to the Shares held by it and the Shares that it currently has the right to acquire upon the exercise of Warrants. FCP, FCIP, FCIP II, FCIP III, FCIP V, FCOI II, FCAMI, F5MI and FHPM are together referred to herein as the "Farallon Funds." (x) Farallon Partners, L.L.C., a Delaware limited liability company (the "Farallon General Partner"), which is the general partner of each of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI and the sole member of each of the FCIP V General Partner (as defined below) and the FHPM General Partner (as defined below), with respect to the Shares held by each of the Farallon Funds other than F5MI and the Shares that each of the Farallon Funds other than F5MI currently has the right to acquire upon the exercise of Warrants. (xi) Farallon Institutional (GP) V, L.L.C., a Delaware limited liability company (the "FCIP V General Partner"), which is the general partner of FCIP V, with respect to the Shares held by FCIP V and the Shares that FCIP V currently has the right to acquire upon the exercise of Warrants. (xii) Farallon F5 (GP), L.L.C., a Delaware limited liability company (the "F5MI General Partner"), which is the general partner of F5MI, with respect to the Shares held by F5MI and the Shares that F5MI currently has the right to acquire upon the exercise of Warrants. (xiii) Farallon Healthcare Partners (GP), L.L.C., a Delaware limited liability company (the "FHPM General Partner"), which is the general partner of FHPM, with respect to the Shares held by FHPM and the Shares that FHPM currently has the right to acquire upon the exercise of Warrants. (xiv) The following persons, each of whom is a managing member or senior managing member, as the case may be, of the Farallon General Partner and a manager or senior manager, as the case may be, of the FCIP V General Partner, the F5MI General Partner and the FHPM General Partner, with respect to the Shares held by each of the Farallon Funds and the Shares that the Farallon Funds currently have the right to acquire upon the exercise of Warrants: Joshua J. Dapice ("Dapice"); Philip D. Dreyfuss ("Dreyfuss"); Hannah E. Dunn ("Dunn"); Richard B. Fried ("Fried"); Varun N. Gehani ("Gehani"); Nicolas Giauque ("Giauque"); David T. Kim ("Kim"); Michael G. Linn ("Linn"); Patrick (Cheng) Luo ("Luo"); Rajiv A. Patel ("Patel"); Thomas G. Roberts, Jr. ("Roberts"); Edric C. Saito ("Saito"); William Seybold ("Seybold"); Daniel S. Short ("Short"); Andrew J. M. Spokes ("Spokes"); John R. Warren ("Warren"); and Mark C. Wehrly ("Wehrly"). Dapice, Dreyfuss, Dunn, Fried, Gehani, Giauque, Kim, Linn, Luo, Patel, Roberts, Saito, Seybold, Short, Spokes, Warren and Wehrly are together referred to herein as the "Farallon Individual Reporting Persons." The address of the principal business office of each of the Reporting Persons is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, California 94111. The citizenship of each of the Farallon Funds, the Farallon General Partner, the FCIP V General Partner, the F5MI General Partner and the FHPM General Partner is set forth above. Each of the Farallon Individual Reporting Persons, other than Giauque, Luo and Spokes, is a citizen of the United States. Giauque is a citizen of France. Luo is a citizen of China. Spokes is a citizen of the United Kingdom. Y The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person. As of the date of this report, the Farallon Funds hold an aggregate of: (i) 9,928,111 Shares; and (ii) 1,404,988 Common Stock Purchase Warrants (the "Warrants"), each of which is exercisable, subject to the Beneficial Ownership Limitation (as defined below), to purchase one Share. The terms of the Warrants provide that Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 9.99% of the Shares then issued and outstanding (the "Beneficial Ownership Limitation"). As of the date hereof, the Beneficial Ownership Limitation permits the Farallon Funds to exercise Warrants for an aggregate of not more than 44,868 Shares. In providing the beneficial ownership information set forth herein, the Reporting Persons have assumed that the aggregate remaining 1,360,120 Warrants held by the Farallon Funds are not exercisable due to the Beneficial Ownership Limitation. The Shares and Warrants reported hereby for the Farallon Funds are held directly by the Farallon Funds. The Farallon General Partner, as the general partner of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI and the sole member of the FCIP V General Partner and the FHPM General Partner, may be deemed to be a beneficial owner of all such Shares held by the Farallon Funds other than F5MI and the Shares that the Farallon Funds other than F5MI have the right to acquire upon the exercise of Warrants. The FCIP V General Partner, as the general partner of FCIP V, may be deemed to be a beneficial owner of all such Shares held by FCIP V and the Shares that FCIP V has the right to acquire upon the exercise of Warrants. The F5MI General Partner, as the general partner of F5MI, may be deemed to be a beneficial owner of all such Shares held by F5MI and the Shares that F5MI has the right to acquire upon the exercise of Warrants. The FHPM General Partner, as the general partner of FHPM, may be deemed to be a beneficial owner of all such Shares held by FHPM and the Shares that FHPM has the right to acquire upon the exercise of Warrants. Each of the Farallon Individual Reporting Persons, as a managing member or senior managing member, as the case may be, of the Farallon General Partner and a manager or senior manager, as the case may be, of the FCIP V General Partner, the F5MI General Partner and the FHPM General Partner, in each case with the power to exercise investment discretion, may be deemed to be a beneficial owner of all such Shares held by the Farallon Funds and the Shares that the Farallon Funds have the right to acquire upon the exercise of Warrants. Each of the Farallon General Partner, the FCIP V General Partner, the F5MI General Partner, the FHPM General Partner and the Farallon Individual Reporting Persons hereby disclaims any beneficial ownership of any such Shares. The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person. The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person. The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person. The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person. The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person. Y Y Y N The Reporting Persons are filing this Schedule 13G pursuant to Section 240.13d-1(c). The Reporting Persons neither disclaim nor affirm the existence of a group among them. Each Reporting Person is a beneficial owner only of the securities reported by it on its cover page. Y N By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. Farallon Capital Partners, L.P. /s/ Hannah E. Dunn 05/13/2025 Farallon Capital Institutional Partners, L.P. /s/ Hannah E. Dunn 05/13/2025 Farallon Capital Institutional Partners II, L.P. /s/ Hannah E. Dunn 05/13/2025 Farallon Capital Institutional Partners III, L.P. /s/ Hannah E. Dunn 05/13/2025 Four Crossings Institutional Partners V, L.P. /s/ Hannah E. Dunn 05/13/2025 Farallon Capital Offshore Investors II, L.P. /s/ Hannah E. Dunn 05/13/2025 Farallon Capital (AM) Investors, L.P. /s/ Hannah E. Dunn 05/13/2025 Farallon Capital F5 Master I, L.P. /s/ Hannah E. Dunn 05/13/2025 Farallon Healthcare Partners Master, L.P. /s/ Hannah E. Dunn 05/13/2025 Farallon Partners, L.L.C. /s/ Hannah E. Dunn 05/13/2025 Farallon Institutional (GP) V, L.L.C. /s/ Hannah E. Dunn 05/13/2025 Farallon F5 (GP), L.L.C. /s/ Hannah E. Dunn 05/13/2025 Farallon Healthcare Partners (GP), L.L.C. /s/ Hannah E. Dunn 05/13/2025 Dapice Joshua J. /s/ Hannah E. Dunn 05/13/2025 Dreyfuss, Philip D. /s/ Hannah E. Dunn 05/13/2025 Dunn Hannah E. /s/ Hannah E. Dunn 05/13/2025 Fried, Richard B /s/ Hannah E. Dunn 05/13/2025 Gehani, Varun N. /s/ Hannah E. Dunn 05/13/2025 Giauque, Nicolas /s/ Hannah E. Dunn 05/13/2025 Kim, David T. /s/ Hannah E. Dunn 05/13/2025 Linn, Michael G. /s/ Hannah E. Dunn 05/13/2025 Luo Patrick (Cheng) /s/ Hannah E. Dunn 05/13/2025 Patel, Rajiv A. /s/ Hannah E. Dunn 05/13/2025 Roberts, Jr., Thomas G. /s/ Hannah E. Dunn 05/13/2025 Saito Edric C. /s/ Hannah E. Dunn 05/13/2025 Seybold, William /s/ Hannah E. Dunn 05/13/2025 Short Daniel S. /s/ Hannah E. Dunn 05/13/2025 Spokes, Andrew J. M. /s/ Hannah E. Dunn 05/13/2025 Warren, John R. /s/ Hannah E. Dunn 05/13/2025 Wehrly, Mark C. /s/ Hannah E. Dunn 05/13/2025