Form 4 for LENZ LENZ Therapeutics, Inc.
Accepted 2024-03-25 00:00:00 ET · period of report 2024-03-21 · accession 0001415889-24-009077 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2024-03-25 | 2024-03-21 | LENZ | RA Capital Nexus Fund II, L.P. | Dir, 10% | P - Purchase | $15.03 | +998.0K | 3.32M | +43% | +$15.00M |
| DMI | 2024-03-25 | 2024-03-21 | LENZ | RA Capital Nexus Fund II, L.P. | Dir, 10% | A - Grant | — | +3.25M | 164.7K | New | — |
| DMI | 2024-03-25 | 2024-03-21 | LENZ | RA Capital Nexus Fund II, L.P. | Dir, 10% | A - Grant | $0.00 | +97.5K | 10.6K | New | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stockj | 2024-03-21 | P | A | 64,971 | $15.03 | 694,755 | I See footnotes | — | — | (F4) These securities are held directly by Nexus Fund II. (F3) 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. |
| 2 | Common | Common Stock | 2024-03-21 | P | A | 933,038 | $15.03 | 3,319,339 | I See footnotes | — | — | (F2) These securities are held directly by RA Capital Healthcare Fund, L.P. (the "Fund"). (F3) 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. |
| 3 | Common | Common Stock | 2024-03-21 | A | A | 2,386,301 | — | 2,386,301 | I See Footnotes | — | — | (F1) 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. (F2) These securities are held directly by RA Capital Healthcare Fund, L.P. (the "Fund"). (F3) 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. |
| 4 | Common | Common Stock | 2024-03-21 | A | A | 694,755 | — | 694,755 | I See Footnotes | — | — | (F1) 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. (F4) These securities are held directly by Nexus Fund II. (F3) 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. |
| 5 | Common | Common Stock | 2024-03-21 | A | A | 164,729 | — | 164,729 | I See footnotes | — | — | (F1) 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. (F5) These securities are held directly by the Account. (F3) 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. |
| 6 | Derivative | Warrants (Right to Buy) | 2024-03-21 | A | A | 54,582 | — | 54,582 | I See footnotes | $10.64 · 2024-03-21 to 2027-10-30 | 54,582 Common Stock | (F6) Received in exchange for warrants of LENZ OpCo pursuant to the Merger Agreement. (F2) These securities are held directly by RA Capital Healthcare Fund, L.P. (the "Fund"). (F3) 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. |
| 7 | Derivative | Stock Option (right to buy) | 2024-03-21 | A | A | 27,000 | $0.00 | 27,000 | I See footnotes | $15.05 · — to 2034-03-20 | 27,000 Common Stock | (F8) 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. (F3) 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. (F7) 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. |
| 8 | Derivative | Warrants (Right to Buy) | 2024-03-21 | A | A | 5,371 | — | 5,371 | I See footnotes | $10.64 · 2024-03-21 to 2027-10-30 | 5,371 Common Stock | (F6) Received in exchange for warrants of LENZ OpCo pursuant to the Merger Agreement. (F5) These securities are held directly by the Account. (F3) 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. |
| 9 | Derivative | Warrants (Right to Buy) | 2024-03-21 | A | A | 10,580 | — | 10,580 | I See footnotes | $10.64 · 2024-03-21 to 2027-10-30 | 10,580 Common Stock | (F6) Received in exchange for warrants of LENZ OpCo pursuant to the Merger Agreement. (F4) These securities are held directly by Nexus Fund II. (F3) 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. |