Sec Form 4 Filing - Bernales Sebastian @ Metagenomi, Inc. - 2024-02-13

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 Bernales Sebastian 2. Issuer Name and Ticker or Trading Symbol Metagenomi, Inc. [ MGX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O METAGENOMI, INC., 5959 HORTON STREET, 7TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/13/2024 (Street) EMERYVILLE, CA94608 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 Stockc 02/13/2024 C 513,004 A 769,845 D Common Stock 02/13/2024 C 1,896,445 A 1,896,445 I By Humboldt Fund I, LP ( 2 ) Common Stock 402,496 I By Praxis Biotech LLC ( 3 )

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 Series A-2 Preferred Stock ( 1 ) 02/13/2024 C 353,005 ( 1 ) ( 1 ) Common Stock 202,074 $ 0 0 D Series A-3 Preferred Stock ( 1 ) 02/13/2024 C 119,699 ( 1 ) ( 1 ) Common Stock 68,520 $ 0 0 D Series A-4 Preferred Stock ( 1 ) 02/13/2024 C 423,469 ( 1 ) ( 1 ) Common Stock 242,410 $ 0 0 D Series A-4 Preferred Stock ( 1 ) 02/13/2024 C 2,062,387 ( 1 ) ( 1 ) Common Stock 1,180,592 $ 0 0 I By Humboldt Fund I, LP ( 2 ) Series B Preferred Stock ( 1 ) 02/13/2024 C 1,143,905 ( 1 ) ( 1 ) Common Stock 654,816 $ 0 0 I By Humboldt Fund I, LP ( 2 ) Series B-1 Preferred Stock ( 1 ) 02/13/2024 C 106,627 ( 1 ) ( 1 ) Common Stock 61,037 $ 0 0 I By Humboldt Fund I, LP ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bernales Sebastian C/O METAGENOMI, INC. 5959 HORTON STREET, 7TH FLOOR EMERYVILLE, CA94608 X Signatures /s/ Matthew L. Wein, attorney-in-fact 02/14/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Upon closing of the Issuer's initial public offering, each share of Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock, Series B Preferred Stock, and Series B-1 Preferred Stock (collectively, the "Preferred Stock") automatically converted on a one-for-one basis into shares of the Issuer's Common Stock (on an adjusted basis, after giving effect to the reverse stock split of the Common Stock at a ratio of 1 to 1.74692 effected by the Issuer on January 26, 2024). The Preferred Stock had no expiration date. ( 2 )Represents securities held directly by Humboldt Fund I, LP. Humboldt Fund I, LP is solely managed by Humboldt Capital, LLC, which is in turn managed by Sebastian Bernales, Francisco Dopazo and Benjamin Quiroga. Each of Mr. Bernales, Dopazo and Quiroga expressly disclaims beneficial ownership of the securities held by Humboldt Fund I, LP, except to the extent of his pecuniary interest in such securities. ( 3 )Represents securities held directly by Praxis Biotech LLC. The Reporting Person disclaims Section 16 beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of any of the reported securities for purposes of Section 16 or 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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