Sec Form 4 Filing - Versant Venture Capital VI, L.P. @ LENZ Therapeutics, Inc. - 2024-03-21

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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
Versant Venture Capital VI, L.P.
2. Issuer Name and Ticker or Trading Symbol
LENZ Therapeutics, Inc. [ LENZ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
ONE SANSOME STREET, SUITE 1650
3. Date of Earliest Transaction (MM/DD/YY)
03/21/2024
(Street)
SAN FRANCISCO, CA94104
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 03/21/2024 J( 1 ) 598,203 A 842,162 ( 2 ) I See footnote ( 3 )
Common Stock 2,101,199 ( 2 ) D ( 4 )
Common Stock 1,598,789 I See footnote ( 5 ) ( 6 )
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
Versant Venture Capital VI, L.P.
ONE SANSOME STREET, SUITE 1650
SAN FRANCISCO, CA94104
X
Versant Ventures VI GP, L.P.
ONE SANSOME STREET, SUITE 1650
SAN FRANCISCO, CA94104
X
Versant Ventures VI GP-GP, LLC
ONE SANSOME STREET, SUITE 1650
SAN FRANCISCO, CA94104
X
Versant Vantage II, L.P.
ONE SANSOME STREET, SUITE 1650
SAN FRANCISCO, CA94104
X
Versant Vantage II GP, L.P.
ONE SANSOME STREET, SUITE 1650
SAN FRANCISCO, CA94104
X
Versant Vantage II GP-GP, LLC
ONE SANSOME STREET, SUITE 1650
SAN FRANCISCO, CA94104
X
Versant Venture Capital VII, L.P.
ONE SANSOME STREET, SUITE 1650
SAN FRANCISCO, CA94104
X
Versant Ventures VII GP, L.P.
ONE SANSOME STREET, SUITE 1650
SAN FRANCISCO, CA94104
X
Versant Ventures VII GP-GP, LLC
ONE SANSOME STREET, SUITE 1650
SAN FRANCISCO, CA94104
X
Signatures
Versant Vantage II, LP By: Versant Vantage II GP, L.P. Its: General Partner By: Versant Vantage II GP-GP, LLC Its: General Partner By: /s/ Max Eisenberg Its: Chief Operating Officer 03/25/2024
Signature of Reporting Person Date
Versant Vantage II GP, L.P., By: Versant Vantage II GP-GP, LLC Its: General Partner By: /s/ Max Eisenberg Its: Chief Operating Officer 03/25/2024
Signature of Reporting Person Date
Versant Vantage II GP-GP, LLC, By: /s/ Max Eisenberg Its: Chief Operating Officer 03/25/2024
Signature of Reporting Person Date
Versant Venture Capital VI, L.P. By: Versant Ventures VI GP, L.P. Its: General Partner By: Versant Ventures VI GP-GP, LLC By: /s/ Max Eisenberg Its: Chief Operating Officer 03/25/2024
Signature of Reporting Person Date
Versant Ventures VI GP, L.P., By: Versant Ventures VI GP-GP, LLC By: /s/ Max Eisenberg Its: Chief Operating Officer 03/25/2024
Signature of Reporting Person Date
Versant Ventures VI GP-GP, LLC By: /s/ Max Eisenberg Its: Chief Operating Officer 03/25/2024
Signature of Reporting Person Date
Versant Venture Capital VII, L.P. By: Versant Ventures VII GP, L.P. Its: General Partner By: Versant Ventures VII GP-GP, LLC By: /s/ Max Eisenberg Its: Chief Operating Officer 03/25/2024
Signature of Reporting Person Date
Versant Ventures VII GP, L.P., By: Versant Ventures VII GP-GP, LLC By: /s/ Max Eisenberg Its: Chief Operating Officer 03/25/2024
Signature of Reporting Person Date
Versant Ventures VII GP-GP, LLC By: /s/ Max Eisenberg Its: Chief Operating Officer 03/25/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares were acquired pursuant to that certain Agreement and Plan of Merger by and among the Issuer, Generate Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer ("Merger Sub"), and Lenz Therapeutics, Inc., a Delaware corporation ("LENZ"), pursuant to which the Merger Sub merged with and into LENZ (the "Merger"), with LENZ continuing as a wholly owned subsidiary of the Issuer and the surviving corporation of the Merger.
( 2 )Effective March 21, 2024, prior to the closing of the Merger, the Issuer effected a one-for-seven reverse stock split of its common stock (the "Reverse Stock Split"). The amount of securities reported on this Form 4 have been adjusted to reflect the Reverse Stock Split.
( 3 )These shares are held by Versant Vantage II, L.P. ("VV II"). Versant Vantage II GP-GP, LLC ("VV II GP-GP") is the sole general partner of Versant Vantage II GP, L.P. ("VV II GP") and VV II GP is the sole general partner of VV II. Each of VV II GP-GP and VV II GP disclaims beneficial ownership of the shares held by VV II, except to the extent of their respective pecuniary interests therein.
( 4 )These shares are held by Versant Venture Capital VI, L.P. ("VVC VI"). Versant Ventures VI GP-GP, LLC ("VV VI GP") is the sole general partner of Versant Ventures VI GP, L.P. ("VV VI") and VV VI is the sole general partner of VVC VI. Each of VV VI GP and VV VI disclaims beneficial ownership of the shares held by VVC VI, except to the extent of their respective pecuniary interests therein.
( 5 )These shares are held by Versant Venture Capital VII, L.P. ("VVC VII"). Versant Ventures VII GP-GP, LLC ("VV VII GP") is the sole general partner of Versant Ventures VII GP, L.P. ("VV VII") and VV VII is the sole general partner of VVC VII. Each of VV VII GP and VV VII disclaims beneficial ownership of the shares held by VVC VII, except to the extent of their respective pecuniary interests therein.
( 6 )VVC VII's acquisition of these shares pursuant to the Merger was previously reported on a Form 3 filed on March 25, 2024.

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