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Filing Details

Accession Number:: 0001415889-24-009077
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-03-25 20:48:33
Reporting Period:: 2024-03-21

Accepted Time:: 2024-03-25 20:48:33
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1815776	Lenz Therapeutics Inc.	LENZ	()	DE

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1315082	Ra Capital Healthcare Fund Lp	200 Berkeley Street, 18Th Floor Boston MA 02116	Yes	No	Yes	No
1346824	Ra Capital Management, L.p.	200 Berkeley Street, 18Th Floor Boston MA 02116	No	No	No	No
1384859	Peter Kolchinsky	C/O Ra Capital Management, L.p. 200 Berkeley Street, 18Th Floor Boston MA 02116	Yes	No	Yes	No
1619841	M. Rajeev Shah	C/O Ra Capital Management, L.p. 200 Berkeley Street, 18Th Floor Boston MA 02116	Yes	No	Yes	No
1825376	Ra Capital Nexus Fund Ii, L.p.	200 Berkeley Street, 18Th Floor Boston MA 02116	Yes	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	Acquisiton	2024-03-21	2,386,301	$0.00	2,386,301	No	4	A	Indirect	See Footnotes
Common Stock	Acquisiton	2024-03-21	694,755	$0.00	694,755	No	4	A	Indirect	See Footnotes
Common Stock	Acquisiton	2024-03-21	164,729	$0.00	164,729	No	4	A	Indirect	See footnotes
Common Stock	Acquisiton	2024-03-21	933,038	$15.03	3,319,339	No	4	P	Indirect	See footnotes
Common Stockj	Acquisiton	2024-03-21	64,971	$15.03	694,755	No	4	P	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	A	Indirect	See Footnotes
No	4	A	Indirect	See Footnotes
No	4	A	Indirect	See footnotes
No	4	P	Indirect	See footnotes
No	4	P	Indirect	See footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Warrants (Right to Buy)	Acquisiton	2024-03-21	54,582	$0.00	54,582	$10.64
Common Stock	Warrants (Right to Buy)	Acquisiton	2024-03-21	10,580	$0.00	10,580	$10.64
Common Stock	Warrants (Right to Buy)	Acquisiton	2024-03-21	5,371	$0.00	5,371	$10.64
Common Stock	Stock Option (right to buy)	Acquisiton	2024-03-21	27,000	$0.00	27,000	$15.05

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
54,582	2024-03-21	2027-10-30	No	4	A	Indirect
10,580	2024-03-21	2027-10-30	No	4	A	Indirect
5,371	2024-03-21	2027-10-30	No	4	A	Indirect
27,000		2034-03-20	No	4	A	Indirect

Footnotes

Received in exchange for equity of LENZ Therapeutics Operations, Inc. ("LENZ OpCo") pursuant to an Agreement and Plan of Merger and Reorganization by and among LENZ OpCo, the Issuer and Generate Merger Sub, Inc., a wholly-owned subsidiary of the Issuer ("Generate Merger Sub"), as amended (the "Merger Agreement"). Under the terms of the Merger Agreement, on March 21, 2024, Generate Merger Sub merged with and into LENZ OpCo (the "Merger"), with LENZ OpCo surviving the Merger as a wholly-owned subsidiary of the Issuer.
These securities are held directly by RA Capital Healthcare Fund, L.P. (the "Fund").
RA Capital Management, L.P. (the "Adviser") is the investment manager for the Fund, RA Capital Nexus Fund II, L.P. (the "Nexus Fund II"), and a separately managed account (the "Account"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. The Adviser, the Adviser GP, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.
These securities are held directly by Nexus Fund II.
These securities are held directly by the Account.
Received in exchange for warrants of LENZ OpCo pursuant to the Merger Agreement.
One thirty-sixth (1/36th) of the shares subject to the option shall vest each month following the Vesting Commencement Date on the same day of the month as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month), subject to Dr. Zach Scheiner continuing to be a Service Provider (as defined in the Issuer's 2024 Equity Incentive Plan) through each applicable date. "Vesting Commencement Date" shall mean March 21, 2024.
Under Dr. Scheiner's arrangement with the Adviser, Dr. Scheiner holds the option for the benefit of the Fund and the Nexus Fund II. Dr. Scheiner is obligated to turn over to the Adviser any net cash or stock received upon exercise of the option, which will offset advisory fees owed by the Fund and the Nexus Fund II to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and underlying common stock except to the extent of their pecuniary interest therein.