Sec Form 3 Filing - Samsara BioCapital, L.P. @ Graphite Bio, Inc. - 2021-06-24

FORM 3 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 Samsara BioCapital, L.P. 2. Issuer Name and Ticker or Trading Symbol Graphite Bio, Inc. [ GRPH] 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) 628 MIDDLEFIELD ROAD 3. Date of Earliest Transaction (MM/DD/YY) 06/24/2021 (Street) PALO ALTO, CA94301 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

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 Redeemable Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 6,167,763 I By Fund ( 2 ) Series B Redeemable Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 741,107 I By Fund ( 2 ) Series B Redeemable Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 22,753 I By Fund ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Samsara BioCapital, L.P. 628 MIDDLEFIELD ROAD PALO ALTO, CA94301 X 436, L.P. 628 MIDDLEFIELD ROAD PALO ALTO, CA94301 X AKKARAJU SRINIVAS 628 MIDDLEFIELD ROAD PALO ALTO, CA94301 X Signatures Samsara BioCapital, L.P., By: Samsara BioCapital GP, LLC, its General Partner, By /s/ Srinivas Akkaraju, Managing Member 06/24/2021 Signature of Reporting Person Date 436, L.P., By: 436, LLC, its General Partner, By /s/ Srinivas Akkaraju, Managing Member 06/24/2021 Signature of Reporting Person Date /s/ Srinivas Akkaraju 06/24/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of redeemable convertible preferred stock is convertible on a one-for-2.432 basis into Common Stock at any time at the holder's election.The redeemable convertible preferred stock will convert automatically upon the closing of the Issuer's initial public offering and has no expiration date. ( 2 )Shares held by Samsara BioCapital, L.P. ("Samsara LP"). Samsara BioCapital GP, LLC ("Samsara LLC") is the general partner of Samsara LP and may be deemed to beneficially own the shares held by Samsara LP. Dr. Srinivas Akkaraju, MD, Ph.D. has voting and investment power over the shares held by Samsara LP and, accordingly, may be deemed to beneficially own the shares held by Samsara LP. Each of Samsara LLC and Dr. Akkaraju disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interest therein. ( 3 )Shares held by 436, L.P. ("436 LP"). 436, LLC ("436 LLC") is the general partner of 436 LP and may be deemed to beneficially own the shares held by 436 LP. Dr. Srinivas Akkaraju, MD, Ph.D. has voting and investment power over the shares held by 436 LP and, accordingly, may be deemed to beneficially own the shares held by 436 LP. Each of 436 LLC and Dr. Akkaraju disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interest therein.

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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