Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Gutry Phil

2. Issuer Name and Ticker or Trading Symbol
Graphite Bio, Inc. [GRPH]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
CHIEF BUSINESS OFFICER

(Last)

(First)

(Middle)

C/O GRAPHITE BIO, INC., 279 EAST GRAND AVENUE, SUITE 430

3. Date of Earliest Transaction (Month/Day/Year)
01/13/2021

(Street)

SOUTH SAN FRANCISCO, CA 94080

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/15/2021		M⁽¹⁾		91,406 ⁽²⁾	A	$ 0.3 ⁽²⁾	281,962 ⁽²⁾	D
Common Stock	04/18/2021		M⁽¹⁾		3,383 ⁽²⁾	A	$ 6.11 ⁽²⁾	285,345 ⁽²⁾	D
Common Stock	06/29/2021		C		8,126	A	⁽³⁾	293,471	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$ 0.3 ⁽²⁾

01/13/2021

A⁽¹⁾

91,406 ⁽²⁾

⁽⁴⁾

01/12/2031

Common Stock

91,406 ⁽²⁾

$ 0

91,406 ⁽²⁾

Stock Option (right to buy)

$ 0.3 ⁽²⁾

01/15/2021

M⁽¹⁾

91,406 ⁽²⁾

⁽⁴⁾

01/12/2031

Common Stock

91,406 ⁽²⁾

$ 0

Series B Preferred Stock

⁽³⁾

03/11/2021

A⁽¹⁾

19,763

⁽³⁾

Common Stock

8,126

$ 5.06

19,763

Stock Option (right to buy)

$ 6.11 ⁽²⁾

03/17/2021

A⁽¹⁾

162,410 ⁽²⁾

⁽⁵⁾

03/16/2031

Common Stock

162,410 ⁽²⁾

$ 0

162,410 ⁽²⁾

Stock Option (right to buy)

$ 6.11 ⁽²⁾

03/17/2021

69,604 ⁽²⁾

⁽⁶⁾

03/16/2031

Common Stock

69,604 ⁽²⁾

$ 0

69,604 ⁽²⁾

Stock Option (right to buy)

$ 6.11 ⁽²⁾

04/18/2021

M⁽¹⁾

3,383 ⁽²⁾

⁽⁵⁾

03/16/2031

Common Stock

3,383 ⁽²⁾

$ 0

159,027 ⁽²⁾

Series B Preferred Stock

⁽³⁾

06/29/2021

19,763

⁽³⁾

Common Stock

8,126

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Gutry Phil C/O GRAPHITE BIO, INC. 279 EAST GRAND AVENUE, SUITE 430 SOUTH SAN FRANCISCO, CA 94080			CHIEF BUSINESS OFFICER

Signatures

/s/ Franco Valle, attorney-in-fact		07/01/2021
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	This transaction occurred prior to the Issuer's initial public offering ("IPO") and is being reported on Form 4 solely for purposes of compliance with Rule 16a-2(a) under the Securities Exchange Act of 1934, as amended. The securities covered by such transaction were previously included on the Reporting Person's Form 3.
(2)	On June 21, 2021, the Issuer completed a one-for-2.432 reverse stock split of the Issuer's Common Stock ("Reverse Stock Split"). This amount has been adjusted to give effect to this Reverse Stock Split.
(3)	These shares of Series B Preferred Stock were convertible at any time at the holder's election and automatically converted on a 2.432-for-one basis into shares of the Issuer's common stock immediately upon the closing of the IPO without payment of additional consideration. The Series B Preferred Stock had no expiration date.
(4)	25% of the shares subject to such option vest and become exercisable when the Reporting Person completes twelve months of continuous service after October 5, 2020, and the remainder of the shares vest and become exercisable in substantially equal monthly installments for a period of 36 months thereafter, subject to the Reporting Person's continuous service to the Issuer on each such date. The option provides for an early exercise provision of unvested shares, subject to the Issuer's right to repurchase.
(5)	1/48th of the shares subject to such option vest and become exercisable in substantially equal monthly installments on each monthly anniversary of March 17, 2021, subject to the Reporting Person's continuous service to the Issuer on each such date.
(6)	The option was granted subject to the achievement by the Company of performance vesting criteria. On June 29, 2021 the performance vesting criteria was met such that the option became reportable. 1/48th of the shares subject to such option vest and become exercisable in substantially equal monthly installments on each monthly anniversary of March 17, 2021, subject to the Reporting Person's continuous service to the Issuer on each such date.

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