0000899243-21-027016.txt : 20210701 0000899243-21-027016.hdr.sgml : 20210701 20210701190050 ACCESSION NUMBER: 0000899243-21-027016 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210113 FILED AS OF DATE: 20210701 DATE AS OF CHANGE: 20210701 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gutry Phil CENTRAL INDEX KEY: 0001653224 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40532 FILM NUMBER: 211067526 MAIL ADDRESS: STREET 1: 400 E. PRATT STREET STREET 2: SUITE 606 CITY: BALTIMORE STATE: MD ZIP: 21202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Graphite Bio, Inc. CENTRAL INDEX KEY: 0001815776 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 844867570 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 279 EAST GRAND AVENUE, SUITE 430 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: (650) 484-0886 MAIL ADDRESS: STREET 1: 279 EAST GRAND AVENUE, SUITE 430 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 FORMER COMPANY: FORMER CONFORMED NAME: Integral Medicines, Inc. DATE OF NAME CHANGE: 20200622 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-01-13 0 0001815776 Graphite Bio, Inc. GRPH 0001653224 Gutry Phil C/O GRAPHITE BIO, INC. 279 EAST GRAND AVENUE, SUITE 430 SOUTH SAN FRANCISCO CA 94080 0 1 0 0 CHIEF BUSINESS OFFICER Common Stock 2021-01-15 4 M 0 91406 0.30 A 281962 D Common Stock 2021-04-18 4 M 0 3383 6.11 A 285345 D Common Stock 2021-06-29 4 C 0 8126 A 293471 D Stock Option (right to buy) 0.30 2021-01-13 4 A 0 91406 0.00 A 2031-01-12 Common Stock 91406 91406 D Stock Option (right to buy) 0.30 2021-01-15 4 M 0 91406 0.00 D 2031-01-12 Common Stock 91406 0 D Series B Preferred Stock 2021-03-11 4 A 0 19763 5.06 A Common Stock 8126 19763 D Stock Option (right to buy) 6.11 2021-03-17 4 A 0 162410 0.00 A 2031-03-16 Common Stock 162410 162410 D Stock Option (right to buy) 6.11 2021-03-17 4 A 0 69604 0.00 A 2031-03-16 Common Stock 69604 69604 D Stock Option (right to buy) 6.11 2021-04-18 4 M 0 3383 0.00 D 2031-03-16 Common Stock 3383 159027 D Series B Preferred Stock 2021-06-29 4 C 0 19763 0.00 D Common Stock 8126 0 D This transaction occurred prior to the Issuer's initial public offering ("IPO") and is being reported on Form 4 solely for purposes of compliance with Rule 16a-2(a) under the Securities Exchange Act of 1934, as amended. The securities covered by such transaction were previously included on the Reporting Person's Form 3. On June 21, 2021, the Issuer completed a one-for-2.432 reverse stock split of the Issuer's Common Stock ("Reverse Stock Split"). This amount has been adjusted to give effect to this Reverse Stock Split. These shares of Series B Preferred Stock were convertible at any time at the holder's election and automatically converted on a 2.432-for-one basis into shares of the Issuer's common stock immediately upon the closing of the IPO without payment of additional consideration. The Series B Preferred Stock had no expiration date. 25% of the shares subject to such option vest and become exercisable when the Reporting Person completes twelve months of continuous service after October 5, 2020, and the remainder of the shares vest and become exercisable in substantially equal monthly installments for a period of 36 months thereafter, subject to the Reporting Person's continuous service to the Issuer on each such date. The option provides for an early exercise provision of unvested shares, subject to the Issuer's right to repurchase. 1/48th of the shares subject to such option vest and become exercisable in substantially equal monthly installments on each monthly anniversary of March 17, 2021, subject to the Reporting Person's continuous service to the Issuer on each such date. The option was granted subject to the achievement by the Company of performance vesting criteria. On June 29, 2021 the performance vesting criteria was met such that the option became reportable. 1/48th of the shares subject to such option vest and become exercisable in substantially equal monthly installments on each monthly anniversary of March 17, 2021, subject to the Reporting Person's continuous service to the Issuer on each such date. /s/ Franco Valle, attorney-in-fact 2021-07-01