Sec Form 4 Filing - KODIAK VENTURE PARTNERS III LP @ GreenLight Biosciences Holdings, PBC - 2023-07-24

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person KODIAK VENTURE PARTNERS III LP 2. Issuer Name and Ticker or Trading Symbol GreenLight Biosciences Holdings, PBC [ GRNA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Remarks (Last) (First) (Middle) 11 PETER GROVE RD. 3. Date of Earliest Transaction (MM/DD/YY) 07/24/2023 (Street) BETHEL, ME04217 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.0001 per share 07/24/2023 J 9,809,895 ( 1 ) D 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KODIAK VENT URE PARTNERS III LP 11 PETER GROVE RD. BETHEL, ME04217 See Remarks KODIAK III ENTREPRENEURS FUND L P 11 PETER GROVE RD. BETHEL, ME04217 See Remarks Signatures Kodiak Venture Partners III, L.P. By: Kodiak Ventures Management III, L.P., its general partner By: Kodiak Ventures Management III (GP), LLC, its general partner By: /s/ David Furneaux Title: Manager 07/27/2023 Signature of Reporting Person Date Kodiak III Entrepreneurs Fund, L.P. By: Kodiak Ventures Management III, L.P., its general partner By: Kodiak Ventures Management III (GP), LLC, its general partner By: /s/ David Furneaux Title: Manager 07/27/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Kodiak Venture Partners III, L.P. held 9,573,157 of these shares, and Kodiak III Entrepreneurs Fund, L.P. held 236,741 of these shares. ( 2 )Pursuant to the Contribution and Exchange Agreement dated May 29, 2023 between GreenLight Biosciences Parent, PBC ("Parent") and each of Kodiak Venture Partners III, L.P. and Kodiak III Entrepreneurs Fund, L.P., each of Kodiak Venture Partners III, L.P. and Kodiak III Entrepreneurs Fund, L.P. contributed its respective shares of common stock of the Issuer to Parent in exchange for shares of Series A-2 Preferred Stock, par value $0.0001 per share, of Parent in connection with the closing of the transactions contemplated by the Agreement and Plan of Merger, dated May 29, 2023, by and among Issuer, Parent and SW MergerCo, Inc. ("Merger Sub") on July 24, 2023, pursuant to which Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of Parent.

Remarks: The Reporting Persons may be deemed to be members of a "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 of persons which, in the aggregate, beneficially owned more than 10% of the Issuer's Common Stock. The filing of this Form 4 shall not be construed as an admission that any of the Reporting Persons was a beneficial owner of more than 10% of any class of securities of the Issuer for purposes of Section 16(a) of the Securities Exchange Act of 1934 or for any other purpose.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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