Sec Form 4 Filing - KARSEN PERRY A @ Graphite Bio, Inc. - 2021-01-13

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 KARSEN PERRY A 2. Issuer Name and Ticker or Trading Symbol Graphite Bio, Inc. [ GRPH] 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 GRAPHITE BIO, INC., 279 EAST GRAND AVENUE, SUITE 430 3. Date of Earliest Transaction (MM/DD/YY) 01/13/2021 (Street) SOUTH SAN FRANCISCO, CA94080 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 Stock 06/29/2021 C 8,126 A 164,034 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 Stock Option (right to buy) $ 0.3 ( 2 ) 01/13/2021 A( 3 ) 74,794 ( 2 ) ( 4 ) 01/12/2031 Common Stock 74,794 ( 2 ) $ 0 74,794 ( 2 ) D Series B Preferred Stock ( 1 ) 03/11/2021 A( 3 ) 19,763 ( 1 ) ( 1 ) Common Stock 8,126 $ 5.06 19,763 D Stock Option (right to buy) $ 6.11 ( 2 ) 03/17/2021 A( 3 ) 18,698 ( 2 ) ( 5 ) 03/16/2031 Common Stock 18,698 ( 2 ) $ 0 18,698 ( 2 ) D Series B Preferred Stock ( 1 ) 06/29/2021 C 19,763 ( 1 ) ( 1 ) Common Stock 8,126 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KARSEN PERRY A C/O GRAPHITE BIO, INC. 279 EAST GRAND AVENUE, SUITE 430 SOUTH SAN FRANCISCO, CA94080 X Signatures /s/ Franco Valle, attorney-in-fact 07/01/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 Issuer's initial public offering ("IPO") without payment of additional consideration. The Series B Preferred Stock had no expiration date. ( 2 )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. ( 3 )This transaction occurred prior to the 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. ( 4 )1/48th of the shares subject to such option vest and become exercisable in substantially equal monthly installments on each monthly anniversary of June 5, 2020, 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. ( 5 )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.

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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