Sec Form 3 Filing - Versant Ventures VII GP-GP, LLC @ RayzeBio, Inc. - 2023-09-14

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Versant Ventures VII GP-GP, LLC 2. Issuer Name and Ticker or Trading Symbol RayzeBio, Inc. [ RYZB] 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) 09/14/2023 (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

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 Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 3,786,957 I See Footnote ( 3 ) Series B Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 778,058 I See Footnote ( 3 ) Series B Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 345,803 I See Footnote ( 4 ) Series C Convertible Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 247,343 I See Footnote ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Versant Ventures VII GP-GP, LLC 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 Venture Capital VII, L.P. ONE SANSOME STREET SUITE 1650 SAN FRANCISCO, CA94104 X Versant Vantage I GP-GP, LLC ONE SANSOME STREET SUITE 1650 SAN FRANCISCO, CA94104 X Versant Vantage I GP, L.P. ONE SANSOME STREET SUITE 1650 SAN FRANCISCO, CA94104 X Versant Vantage I, L.P. ONE SANSOME STREET SUITE 1650 SAN FRANCISCO, CA94104 X Signatures /s/ Max Eisenberg, Chief Operating Officer, Versant Ventures VII GP-GP, LLC 09/14/2023 Signature of Reporting Person Date /s/ Max Eisenberg, Chief Operating Officer, Versant Ventures VII GP-GP, LLC, general partner of Versant Ventures VII GP, L.P. 09/14/2023 Signature of Reporting Person Date /s/ Max Eisenberg, Chief Operating Officer, Versant Ventures VII GP-GP, LLC, general partner of Versant Ventures VII GP, L.P., general partner of Versant Venture Capital VII, L.P. 09/14/2023 Signature of Reporting Person Date /s/ Max Eisenberg, Chief Operating Officer, Versant Vantage I GP-GP, LLC 09/14/2023 Signature of Reporting Person Date /s/ Max Eisenberg, Chief Operating Officer, Versant Vantage I GP-GP, LLC, general partner of Versant Vantage I GP, L.P. 09/14/2023 Signature of Reporting Person Date /s/ Max Eisenberg, Chief Operating Officer, Versant Vantage I GP-GP, LLC, general partner of Versant Vantage I GP, L.P., general partner of Versant Vantage I, L.P. 09/14/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock (the "Preferred Stock") is convertible into shares of Common Stock of the Issuer on a one-for-one basis without payment of additional consideration. Upon the closing of the Issuer's initial public offering (the "IPO"), the Preferred Stock will convert into the number of shares of Common Stock of the Issuer shown in column 3. The Preferred Stock has no expiration date. ( 2 )Each share Series C Convertible Preferred Stock (the "Series C Preferred Stock") is convertible into shares of Common Stock of the Issuer on a one-for-1.14443753806379 basis without payment of additional consideration. Upon the closing of the IPO, the Series C Preferred Stock will convert into the number of shares of Common Stock of the Issuer shown in column 3. The Series C Preferred Stock has no expiration date. ( 3 )These shares are held of record by Versant Venture Capital VII, L.P. ("Versant VII"). Versant Ventures VII GP-GP, LLC ("Versant VII GP LLC") is the general partner of Versant Ventures VII GP, L.P. ("Versant VII GP LP"), which is the general partner of Versant VII, and may be deemed to have shared voting, investment and dispositive power with respect to such shares. Each of Versant VII GP LLC and Versant VII GP LP disclaims beneficial ownership of the shares held by Versant VII, except to the extent of their respective pecuniary interests therein, if any. ( 4 )These shares are held of record by Versant Vantage I, L.P. ("Vantage I"). Versant Vantage I GP-GP, LLC ("Vantage I GP LLC") is the general partner of Versant Vantage I GP, L.P. ("Vantage I GP LP"), which is the general partner of Vantage I, and may be deemed to have shared voting, investment and dispositive power with respect to such shares. Each of Vantage I GP LLC and Vantage I GP LP disclaims beneficial ownership of the shares held by Vantage I, except to the extent of their respective pecuniary interests therein, if any.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.