0001415889-24-009077.txt : 20240325 0001415889-24-009077.hdr.sgml : 20240325 20240325204833 ACCESSION NUMBER: 0001415889-24-009077 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: RA Capital Healthcare Fund LP CENTRAL INDEX KEY: 0001315082 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40532 FILM NUMBER: 24780723 BUSINESS ADDRESS: STREET 1: 200 BERKELEY STREET STREET 2: 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6177782500 MAIL ADDRESS: STREET 1: 200 BERKELEY STREET STREET 2: 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER NAME: FORMER CONFORMED NAME: RA Capital Biotech Fund LP DATE OF NAME CHANGE: 20050121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RA CAPITAL MANAGEMENT, L.P. CENTRAL INDEX KEY: 0001346824 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40532 FILM NUMBER: 24780724 BUSINESS ADDRESS: STREET 1: 200 BERKELEY STREET, 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-778-2500 MAIL ADDRESS: STREET 1: 200 BERKELEY STREET, 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER NAME: FORMER CONFORMED NAME: RA CAPITAL MANAGEMENT, LLC DATE OF NAME CHANGE: 20051213 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RA Capital Nexus Fund II, L.P. CENTRAL INDEX KEY: 0001825376 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40532 FILM NUMBER: 24780722 BUSINESS ADDRESS: STREET 1: 200 BERKELEY STREET, 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-778-2500 MAIL ADDRESS: STREET 1: 200 BERKELEY STREET, 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Shah Rajeev M. CENTRAL INDEX KEY: 0001619841 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40532 FILM NUMBER: 24780720 MAIL ADDRESS: STREET 1: 200 BERKELEY STREET STREET 2: 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kolchinsky Peter CENTRAL INDEX KEY: 0001384859 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40532 FILM NUMBER: 24780721 MAIL ADDRESS: STREET 1: 200 BERKELEY STREET STREET 2: 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 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 form4-03262024_120321.xml X0508 4 2024-03-21 0001815776 LENZ Therapeutics, Inc. LENZ 0001346824 RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON MA 02116 true false true false 0001315082 RA Capital Healthcare Fund LP 200 BERKELEY STREET, 18TH FLOOR BOSTON MA 02116 1 0 1 0 0001825376 RA Capital Nexus Fund II, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON MA 02116 1 0 1 0 0001384859 Kolchinsky Peter C/O RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON MA 02116 1 0 1 0 0001619841 Shah Rajeev M. C/O RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON MA 02116 1 0 1 0 0 Common Stock 2024-03-21 4 A 0 2386301 A 2386301 I See Footnotes Common Stock 2024-03-21 4 A 0 694755 A 694755 I See Footnotes Common Stock 2024-03-21 4 A 0 164729 A 164729 I See footnotes Common Stock 2024-03-21 4 P 0 933038 15.03 A 3319339 I See footnotes Common Stockj 2024-03-21 4 P 0 64971 15.03 A 694755 I See footnotes Warrants (Right to Buy) 10.64 2024-03-21 4 A 0 54582 A 2024-03-21 2027-10-30 Common Stock 54582 54582 I See footnotes Warrants (Right to Buy) 10.64 2024-03-21 4 A 0 10580 A 2024-03-21 2027-10-30 Common Stock 10580 10580 I See footnotes Warrants (Right to Buy) 10.64 2024-03-21 4 A 0 5371 A 2024-03-21 2027-10-30 Common Stock 5371 5371 I See footnotes Stock Option (right to buy) 15.05 2024-03-21 4 A 0 27000 0 A 2034-03-20 Common Stock 27000 27000 I See footnotes Received in exchange for equity of LENZ Therapeutics Operations, Inc. ("LENZ OpCo") pursuant to an Agreement and Plan of Merger and Reorganization by and among LENZ OpCo, the Issuer and Generate Merger Sub, Inc., a wholly-owned subsidiary of the Issuer ("Generate Merger Sub"), as amended (the "Merger Agreement"). Under the terms of the Merger Agreement, on March 21, 2024, Generate Merger Sub merged with and into LENZ OpCo (the "Merger"), with LENZ OpCo surviving the Merger as a wholly-owned subsidiary of the Issuer. These securities are held directly by RA Capital Healthcare Fund, L.P. (the "Fund"). RA Capital Management, L.P. (the "Adviser") is the investment manager for the Fund, RA Capital Nexus Fund II, L.P. (the "Nexus Fund II"), and a separately managed account (the "Account"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. The Adviser, the Adviser GP, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein. These securities are held directly by Nexus Fund II. These securities are held directly by the Account. Received in exchange for warrants of LENZ OpCo pursuant to the Merger Agreement. One thirty-sixth (1/36th) of the shares subject to the option shall vest each month following the Vesting Commencement Date 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), subject to Dr. Zach Scheiner continuing to be a Service Provider (as defined in the Issuer's 2024 Equity Incentive Plan) through each applicable date. "Vesting Commencement Date" shall mean March 21, 2024. Under Dr. Scheiner's arrangement with the Adviser, Dr. Scheiner holds the option for the benefit of the Fund and the Nexus Fund II. Dr. Scheiner is obligated to turn over to the Adviser any net cash or stock received upon exercise of the option, which will offset advisory fees owed by the Fund and the Nexus Fund II to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and underlying common stock except to the extent of their pecuniary interest therein. Dr. Zach Scheiner, a Principal of RA Capital Management, L.P., serves on the Issuer's board of directors. /s/ Peter Kolchinsky, Manager of RA Capital Management, L.P. 2024-03-25 /s/ Peter Kolchinsky, Manager of RA Capital Healthcare Fund GP, LLC the General Partner of RA Capital Healthcare Fund, L.P. 2024-03-25 /s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund II GP, LLC the General Partner of RA Capital Nexus Fund II, L.P. 2024-03-25 /s/ Peter Kolchinsky, individually 2024-03-25 /s/ Rajeev Shah, individually 2024-03-25