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