Marc Odrich - Mar 21, 2024 Form 4 Insider Report for LENZ Therapeutics, Inc. (LENZ)

Role: Chief Medical Officer
Signature: /s/ Evert Schimmelpennink, as Attorney-in-Fact
Stock symbol: LENZ
Transactions as of: Mar 21, 2024
Transactions value $: $0
Form type: 4
Date filed: 3/25/2024, 08:33 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	LENZ	Common Stock	Award	$0	+99.6K		$0.00	99.6K	Mar 21, 2024	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	LENZ	Stock Option (right to buy)	Award	$0	+66.5K		$0.00	66.5K	Mar 21, 2024	Common Stock	66.5K	$6.04	Direct	F2, F3
transaction	LENZ	Stock Option (right to buy)	Award	$0	+105K		$0.00	105K	Mar 21, 2024	Common Stock	105K	$15.05	Direct	F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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.
F2	Stock option assumed in connection with the 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 an outstanding option to purchase shares of LENZ OpCo, pursuant to the terms and conditions of the Merger Agreement.
F3	Subject to the Reporting Person continuing to be a Service Provider (as defined in the LENZ Therapeutics Operations, Inc. (previously named Lenz Therapeutics, Inc.) 2020 Equity Incentive Plan) through each applicable date, twenty five percent (25%) of the shares subject to the option shall vest on the one (1) year anniversary of the Vesting Commencement Date, and one forty-eighth (1/48th) of the shares subject to the option shall vest each month thereafter 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 6, 2023.
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, twenty five percent (25%) of the shares subject to the option shall vest on the one (1) year anniversary of the Vesting Commencement Date, and one thirty-sixth (1/36th) of the remaining shares subject to the option shall vest each month thereafter 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.