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Filing Details

Accession Number:: 0001209191-23-035068
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-06-07 16:17:03
Reporting Period:: 2023-06-05

Accepted Time:: 2023-06-07 16:17:03
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1894562	Prime Medicine Inc.	PRME	Services-Computer Programming, Data Processing, Etc. (7370)	DE

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1652044	Alphabet Inc.	1600 Amphitheatre Parkway Mountain View CA 94043	No	No	Yes	No
1845038	Gv 2019 Gp, L.l.c.	1600 Amphitheatre Parkway Mountain View CA 94043	No	No	Yes	No
1845039	Gv 2019 Gp, L.p.	1600 Amphitheatre Parkway Mountain View CA 94043	No	No	Yes	No
1845041	Gv 2019, L.p.	1600 Amphitheatre Parkway Mountain View CA 94043	No	No	Yes	No
1861202	Gv 2021, L.p.	1600 Amphitheatre Parkway Mountain View CA 94043	No	No	Yes	No
1861206	Gv 2021 Gp, L.l.c.	1600 Amphitheatre Parkway Mountain View CA 94043	No	No	Yes	No
1861216	Gv 2021 Gp, L.p.	1600 Amphitheatre Parkway Mountain View CA 94043	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2023-06-05	22,434	$0.00	10,368,395	No	4	J	Indirect	By GV 2019, L.P.
Common Stock	Disposition	2023-06-05	22,434	$16.70	0	No	4	S	Indirect	By Alphabet Holdings LLC
Common Stock	Disposition	2023-06-06	29,975	$0.00	10,338,420	No	4	J	Indirect	By GV 2019, L.P.
Common Stock	Disposition	2023-06-06	29,975	$17.02	0	No	4	S	Indirect	By Alphabet Holdings LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	By GV 2019, L.P.
No	4	S	Indirect	By Alphabet Holdings LLC
No	4	J	Indirect	By GV 2019, L.P.
No	4	S	Indirect	By Alphabet Holdings LLC

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	1,762,440	Indirect	By GV 2021, L.P.

Footnotes

The reported transaction represents a pro rata in-kind distribution, for no consideration, by the 2019 Partnership to its partners, which resulted in all of the securities reported in Column 4 of this row being distributed to the direct ownership of the 2019 Partnership's affiliate, Alphabet Holdings. The aforementioned distribution was made in accordance with the exemptions afforded pursuant to Rules 16a-13 and/or 16a-9 promulgated under the Securities Exchange Act of 1934, as amended, and pursuant to a Rule 10b5-1 plan adopted by the 2019 Partnership on April 6, 2023.
The securities reported in this row are directly beneficially owned by GV 2019, L.P. (the "2019 Partnership"). The general partner of the 2019 Partnership is GV 2019 GP, L.P. (the "2019 GP"). The general partner of the 2019 GP is GV 2019 GP, L.L.C. ("GV 2019 LLC"). The sole member of GV 2019 LLC is Alphabet Holdings LLC ("Alphabet Holdings"). The sole member of Alphabet Holdings is XXVI Holdings Inc. ("XXVI"). The controlling stockholder of XXVI is Alphabet Inc. Each of the 2019 GP, GV 2019 LLC, Alphabet Holdings, XXVI, and Alphabet Inc. may be deemed to indirectly beneficially own (as the term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Act")) the securities directly beneficially owned by the 2019 Partnership. Each of the aforementioned parties disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
This transaction was entered into pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 6, 2023.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.20 to $16.97, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote 4 and in footnote 6 of this Form 4.
The securities reported in this row were directly beneficially owned by Alphabet Holdings at the time of sale. The sole member of Alphabet Holdings is XXVI. The controlling stockholder of XXVI is Alphabet Inc. Each of XXVI and Alphabet Inc. may be deemed to indirectly beneficially own (as the term is defined in Rule 13d-3 of the Act) securities directly beneficially owned by Alphabet Holdings. Each of the aforementioned entities disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.90 to $17.10, inclusive.
The securities reported in this row are directly beneficially owned by GV 2021, L.P. (the "2021 Partnership"). The general partner of the 2021 Partnership is GV 2021 GP, L.P. (the "2021 GP"). The general partner of the 2021 GP is GV 2021 GP, L.L.C. ("GV 2021 LLC"). The sole member of GV 2021 LLC is Alphabet Holdings. The sole member of Alphabet Holdings is XXVI. The controlling stockholder of XXVI is Alphabet Inc. Each of the 2021 GP, GV 2021 LLC, Alphabet Holdings, XXVI, and Alphabet Inc. may be deemed to indirectly beneficially own (as the term is defined in Rule 13d-3 of the Act) the securities directly beneficially owned by the 2021 Partnership. Each of the aforementioned parties disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.