Sec Form 13D Filing - Versant Venture Capital VI L.P. filing for LENZ THERAPEUTICS INC (LENZ) - 2024-11-08

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 Name of Reporting Persons

 Versant Venture Capital VI, L.P.

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒

 SEC Use Only

 Source of Funds (See Instructions)

 WC

 Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 ☐

 Citizenship or Place of Organization

 Delaware

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

With

 Sole Voting Power

 2,101,199 shares of common stock (1)

 Shared Voting Power

 0

 Sole Dispositive Power

 2,101,199 shares of common stock (1)

 Shared Dispositive Power

 0

 Aggregate Amount Beneficially Owned by Each Reporting Person

 2,101,199 shares of common stock (1)

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row 11

 7.6% (2)

 Type of Reporting Person (See Instructions)

 PN

These shares are held by Versant VI (as defined in Item 2(a) of the Original Schedule 13D). Versant Ventures VI GP-GP (as defined in Item 2(a) of the Original Schedule 13D) is the general partner of Versant Ventures VI GP (as defined in Item 2(a) of the Original Schedule 13D), which is the general partner of Versant VI. Each of Versant Ventures VI GP-GP and Versant Ventures VI GP may be deemed to share voting, investment and dispositive power with respect to the shares held by Versant VI.

Based upon 27,500,892 shares of Common Stock (as defined in Item 1 of the Original Schedule 13D) outstanding as of October 31, 2024, as set forth in the Issuer’s quarterly report on Form 10-Q for the quarter ended September 30, 2024, filed with the United States Securities and Exchange Commission (the “Commission”) on November 6, 2024 (the “Form 10-Q”).

 Name of Reporting Persons

 Versant Ventures VI GP, L.P.

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒

 SEC Use Only

 Source of Funds (See Instructions)

 AF

 Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 ☐

 Citizenship or Place of Organization

 Delaware

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

With

 Sole Voting Power

 0

 Shared Voting Power

 2,101,199 shares of common stock (1)

 Sole Dispositive Power

 0

 Shared Dispositive Power

 2,101,199 shares of common stock (1)

 Aggregate Amount Beneficially Owned by Each Reporting Person

 2,101,199 shares of common stock (1)

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row 11

 7.6% (2)

 Type of Reporting Person (See Instructions)

 PN

These shares are held by Versant VI. Versant Ventures VI GP-GP is the general partner of Versant Ventures VI GP, which is the general partner of Versant VI. Each of Versant Ventures VI GP-GP and Versant Ventures VI GP may be deemed to share voting, investment and dispositive power with respect to the shares held by Versant VI.

Based upon 27,500,892 shares of Common Stock outstanding as of October 31, 2024, as set forth in the Form 10-Q.

 Name of Reporting Persons

 Versant Ventures VI GP-GP, LLC

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒

 SEC Use Only

 Source of Funds (See Instructions)

 AF

 Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 ☐

 Citizenship or Place of Organization

 Delaware

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

With

 Sole Voting Power

 0

 Shared Voting Power

 2,101,199 shares of common stock (1)

 Sole Dispositive Power

 0

 Shared Dispositive Power

 2,101,199 shares of common stock (1)

 Aggregate Amount Beneficially Owned by Each Reporting Person

 2,101,199 shares of common stock (1)

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row 11

 7.6% (2)

 Type of Reporting Person (See Instructions)

 OO

These shares are held by Versant VI. Versant Ventures VI GP-GP is the general partner of Versant Ventures VI GP, which is the general partner of Versant VI. Each of Versant Ventures VI GP-GP and Versant Ventures VI GP may be deemed to share voting, investment and dispositive power with respect to the shares held by Versant VI.

Based upon 27,500,892 shares of Common Stock outstanding as of October 31, 2024, as set forth in the Form 10- Q.

 Name of Reporting Persons

 Versant Vantage II, L.P.

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒

 SEC Use Only

 Source of Funds (See Instructions)

 WC

 Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 ☐

 Citizenship or Place of Organization

 Delaware

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

With

 Sole Voting Power

 842,162 shares of common stock (1)

 Shared Voting Power

 0

 Sole Dispositive Power

 842,162 shares of common stock (1)

 Shared Dispositive Power

 0

 Aggregate Amount Beneficially Owned by Each Reporting Person

 842,162 shares of common stock (1)

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row 11

 3.1% (2)

 Type of Reporting Person (See Instructions)

 PN

These shares are held by Versant Vantage II (as defined in Item 2(a) of the Original Schedule 13D). Versant Vantage II GP (as defined in Item 2(a) of the Original Schedule 13D) is the general partner of Versant Vantage II, and Versant Vantage II GP-GP (as defined in Item 2(a) of the Original Schedule 13D) is the general partner of Versant Vantage II GP. Each of Versant Vantage II GP and Versant Vantage II GP-GP share voting, investment and dispositive power over the shares held by Versant Vantage II.

Based upon 27,500,892 shares of Common Stock outstanding as of October 31, 2024, as set forth in the Form 10- Q.

 Name of Reporting Persons

 Versant Vantage II GP, L.P.

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒

 SEC Use Only

 Source of Funds (See Instructions)

 AF

 Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 ☐

 Citizenship or Place of Organization

 Delaware

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

With

 Sole Voting Power

 0

 Shared Voting Power

 842,162 shares of common stock (1)

 Sole Dispositive Power

 0

 Shared Dispositive Power

 842,162 shares of common stock (1)

 Aggregate Amount Beneficially Owned by Each Reporting Person

 842,162 shares of common stock (1)

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row 11

 3.1% (2)

 Type of Reporting Person (See Instructions)

 PN

These shares are held by Versant Vantage II. Versant Vantage II GP is the general partner of Versant Vantage II, and Versant Vantage II GP-GP is the general partner of Versant Vantage II GP. Each of Versant Vantage II GP and Versant Vantage II GP-GP share voting, investment and dispositive power over the shares held by Versant Vantage II.

Based upon 27,500,892 shares of Common Stock outstanding as of October 31, 2024, as set forth in the Form 10-Q.

 Name of Reporting Persons

 Versant Vantage II GP-GP, LLC

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒

 SEC Use Only

 Source of Funds (See Instructions)

 AF

 Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 ☐

 Citizenship or Place of Organization

 Delaware

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

With

 Sole Voting Power

 0

 Shared Voting Power

 842,162 shares of common stock (1)

 Sole Dispositive Power

 0

 Shared Dispositive Power

 842,162 shares of common stock (1)

 Aggregate Amount Beneficially Owned by Each Reporting Person

 842,162 shares of common stock (1)

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row 11

 3.1% (2)

 Type of Reporting Person (See Instructions)

 OO

These shares are held by Versant Vantage II. Versant Vantage II GP is the general partner of Versant Vantage II, and Versant Vantage II GP-GP is the general partner of Versant Vantage II GP. Each of Versant Vantage II GP and Versant Vantage II GP-GP share voting, investment and dispositive power over the shares held by Versant Vantage II.

Based u pon 27,500,892 shares of Common Stock outstanding as of October 31, 2024, as set forth in the Form 10-Q.

 Name of Reporting Persons

 Versant Venture Capital VII, L.P.

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒

 SEC Use Only

 Source of Funds (See Instructions)

 WC

 Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 ☐

 Citizenship or Place of Organization

 Delaware

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

With

 Sole Voting Power

 1,669,323 shares of common stock (1)

 Shared Voting Power

 0

 Sole Dispositive Power

 1,669,323 shares of common stock (1)

 Shared Dispositive Power

 0

 Aggregate Amount Beneficially Owned by Each Reporting Person

 1,669,323 shares of common stock (1)

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row 11

 6.1% (2)

 Type of Reporting Person (See Instructions)

 PN

Consists of (i) 1,598,789 shares of Common Stock held by Versant VII (as defined in Item 2(a) of the Original Schedule 13D) and (ii) 70,534 shares of Common Stock issuable upon exercise of a warrant to purchase shares of Common Stock (the “Warrant”) held by Versant VII. Versant Ventures VII GP-GP (as defined in Item 2(a) of the Original Schedule 13D) is the general partner of Versant Ventures VII GP (as defined in Item 2(a) of the Original Schedule 13D), which is the general partner of Versant VII. Each of Versant Ventures VII GP-GP and Versant Ventures VII GP may be deemed to share voting, investment and dispositive power with respect to the shares held by Versant VII.

Based upon 27,571,426 shares of Common Stock, which consists of (i) 27,500,892 shares of Common Stock outstanding as of October 31, 2024, as set forth in the Form 10-Q, plus (ii) 70,534 shares of Common Stock issuable upon exercise of the Warrant held by Versant VII.

 Name of Reporting Persons

 Versant Ventures VII GP, L.P.

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒

 SEC Use Only

 Source of Funds (See Instructions)

 AF

 Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 ☐

 Citizenship or Place of Organization

 Delaware

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

With

 Sole Voting Power

 0

 Shared Voting Power

 1,669,323 shares of common stock (1)

 Sole Dispositive Power

 0

 Shared Dispositive Power

 1,669,323 shares of common stock (1)

 Aggregate Amount Beneficially Owned by Each Reporting Person

 1,669,323 shares of common stock (1)

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row 11

 6.1% (2)

 Type of Reporting Person (See Instructions)

 PN

Consists of (i) 1,598,789 shares of Common Stock received by Versant VII and (ii) 70,534 shares of Common Stock issuable upon exercise of the Warrant held by Versant VII. Versant Ventures VII GP-GP is the general partner of Versant Ventures VII GP, which is the general partner of Versant VII. Each of Versant Ventures VII GP-GP and Versant Ventures VII GP may be deemed to share voting, investment and dispositive power with respect to the shares held by Versant VII.

Based upon 27,571,426 shares of Common Stock, which consists of (i) 27,500,892 shares of Common Stock outstanding as of October 31, 2024, as set forth in the Form 10-Q, plus (ii) 70,534 shares of Common Stock issuable upon exercise of the Warrant held by Versant VII.

 Name of Reporting Persons

 Versant Ventures VII GP-GP, LLC

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒

 SEC Use Only

 Source of Funds (See Instructions)

 AF

 Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 ☐

 Citizenship or Place of Organization

 Delaware

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

With

 Sole Voting Power

 0

 Shared Voting Power

 1,669,323 shares of common stock (1)

 Sole Dispositive Power

 0

 Shared Dispositive Power

 1,669,323 shares of common stock (1)

 Aggregate Amount Beneficially Owned by Each Reporting Person

 1,669,323 shares of common stock (1)

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row 11

 6.1% (2)

 Type of Reporting Person (See Instructions)

 OO

Consists of (i) 1,598,789 shares of Common Stock received by Versant VII and (ii) 70,534 shares of Common Stock issuable upon exercise of the Warrant held by Versant VII. Versant Ventures VII GP-GP is the general partner of Versant Ventures VII GP, which is the general partner of Versant VII. Each of Versant Ventures VII GP-GP and Versant Ventures VII GP may be deemed to share voting, investment and dispositive power with respect to the shares held by Versant VII.

Based upon 27,571,426 shares of Common Stock, which consists of (i) 27,500,892 shares of Common Stock outstanding as of October 31, 2024, as set forth in the Form 10-Q, plus (ii) 70,534 shares of Common Stock issuable upon exercise of the Warrant held by Versant VII.