Form 4 for LENZ LENZ Therapeutics, Inc.
Accepted 2024-03-25 00:00:00 ET · period of report 2024-03-21 · accession 0001815776-24-000028 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2024-03-25 | 2024-03-21 | LENZ | MCCOLLUM JAMES W | Dir | A - Grant | $0.00 | +95.0K | 95.0K | New | $0 |
| DMI | 2024-03-25 | 2024-03-21 | LENZ | MCCOLLUM JAMES W | Dir | A - Grant | $0.5058 | +494.2K | 494.2K | New | +$250.0K |
| D | 2024-03-25 | 2024-03-21 | LENZ | MCCOLLUM JAMES W | Dir | A - Grant | $0.00 | +27.0K | 27.0K | New | $0 |
| DI | 2024-03-25 | 2024-03-21 | LENZ | MCCOLLUM JAMES W | Dir | A - Grant | $0.00 | +6,575 | 6,575 | 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 Stock | 2024-03-21 | A | A | 95,034 | $0.00 | 95,034 | D By trust | — | — | (F1) Shares issued upon closing of the transactions contemplated by the Agreement and Plan of Merger, dated as of November 14, 2023 (the "Merger Agreement"), by and among the Issuer, Generate Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the issuer, and LENZ Therapeutics Operations, Inc. (previously named Lenz Therapeutics, Inc.), a Delaware corporation ("LENZ OpCo"), in exchange of outstanding shares of LENZ OpCo, pursuant to the terms and conditions of the Merger Agreement. |
| 2 | Common | Common Stock | 2024-03-21 | A | A | 477,600 | $0.00 | 477,600 | I By trust | — | — | (F1) Shares issued upon closing of the transactions contemplated by the Agreement and Plan of Merger, dated as of November 14, 2023 (the "Merger Agreement"), by and among the Issuer, Generate Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the issuer, and LENZ Therapeutics Operations, Inc. (previously named Lenz Therapeutics, Inc.), a Delaware corporation ("LENZ OpCo"), in exchange of outstanding shares of LENZ OpCo, pursuant to the terms and conditions of the Merger Agreement. |
| 3 | Common | Common Stock | 2024-03-21 | A | A | 16,633 | $15.03 | 494,233 | I | — | — | (F2) Shares issued upon the closing of the private placement financing under the Subscription Agreement by and among the Issuer, the Reporting Person and the other purchasers party thereto, dated as of November 14, 2023, pursuant to which, immediately following the closing of the transactions contemplated by the Merger Agreement, such purchasers purchased an aggregate of 3,559,565 shares of Common Stock at a price of $15.0299 per share for aggregate gross proceeds to the Issuer of approximately $53.5 million, as more fully described in the Issuer's reports filed with the Securities and Exchange Commission. |
| 4 | Derivative | Stock Option (right to buy) | 2024-03-21 | A | A | 27,000 | $0.00 | 27,000 | D | $15.05 · — to 2034-03-20 | 27,000 Common Stock | (F4) Subject to the Reporting Person continuing to be a Service Provider (as defined in the Issuer's 2024 Equity Incentive Plan) through each applicable date, 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). "Vesting Commencement Date" shall mean March 21, 2024. |
| 5 | Derivative | Warrant (right to buy) | 2024-03-21 | A | A | 6,575 | $0.00 | 6,575 | I By trust | $10.64 · 2020-10-30 to 2027-10-30 | 6,575 Common Stock | (F3) Warrant assumed in connection with the closing of the transactions contemplated by the Merger Agreement, in exchange of an outstanding warrant to purchase shares of LENZ OpCo, pursuant to the terms and conditions of the Merger Agreement. |