SC 13G: LENZ Therapeutics, Inc.

AI Summary

SC 13G filing by LENZ Therapeutics, Inc..

Risk Assessment

Risk Level: low

FAQ

Key Financial Figures

• $0.00001 — me of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securiti

Filing Documents

• tm2420256d1_sc13g.htm (SC 13G) — 73KB
• tm2420256d1_ex99-1.htm (EX-99.1) — 5KB
• 0001104659-24-083538.txt ( ) — 80KB

(a)

Item 1(a). Name of Issuer. LENZ Therapeutics, Inc. (the “Company”).

(b)

Item 1(b). Address of Issuer's Principal Executive Offices. The Company’s principal executive offices are located at 445 Marine View Ave., Ste. #320, Del Mar, California 92014. Items 2(a). Name of Person Filing. This statement is filed on behalf of the following persons with respect to shares of common stock of the Company acquired by them (the “Shares”): (i) Ridgeback Capital Investments L.P., Delaware limited partnership (“RCILP”), with respect to Shares beneficially owned by it; (ii) Ridgeback Capital Investments LLC, a Delaware limited liability company (“RCI”), with respect to Shares beneficially owned by it; and (iii) Ridgeback Capital Management LLC, a Delaware limited liability company (“RCM”), with respect to Shares beneficially owned by it. The foregoing persons are hereinafter referred to collectively as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

(b). Address of Principal Business Office or, if None, Residence

Item 2(b). Address of Principal Business Office or, if None, Residence. The address of the principal business office of each of the Reporting Persons is 30 Star Island Drive, Miami, FL, 33139.

(c). Citizenship

Item 2(c). Citizenship. RCILP is a Delaware limited partnership. RCI is a Delaware limited liability company. RCM is a Delaware limited liability company.

(d). Title of Class of Securities

Item 2(d). Title of Class of Securities. Common stock, $0.00001 par value per share. CUSIP NO. 52635N103 13G Page 6 of 10

(e). CUSIP Number

Item 2(e). CUSIP Number. 52635N103 Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d- 2(b) or (c), check whether the person filing is a: (a) Broker or dealer registered under Section 15 of the Act, (b) Bank as defined in Section 3(a)(6) of the Act, (c) Insurance Company as defined in Section 3(a)(19) of the Act, (d) Investment Company registered under Section 8 of the Investment Company Act of 1940, (e) Investment Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E), (f) Employee Benefit Plan or Endowment Fund in accordance with 13d-1 (b)(1)(ii)(F), (g) Parent Holding Company or control person in accordance with Rule 13d-1 (b)(1)(ii)(G), (h) Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act, (i) Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940, (j) A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), (k) Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: _______________.

Ownership

Item 4. Ownership. The percentages used herein are calculated based upon 27,113,405 shares outstanding, consisting of 25,534,458 shares outstanding as of May 3, 2024 as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2024, plus 1,578,947 issued to RCILP on July 17, 2024. As of the close of business on July 17, 2024, the Reporting Persons beneficially owned shares of the Company’s common stock in the amounts and percentages listed below: A. Ridgeback Capital Investments L.P. (a) Amount beneficially owned: 1,951,875 CUSIP NO. 52635N103 13G Page 7 of 10 (b) Percent of class: 7.2% (c) (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 1,951,875 (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: 1,951,875 B. Ridgeback Capital Investments LLC (a) Amount beneficially owned: 1,951,875 (b) Percent of class: 7.2% (c) (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 1,951,875 (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: 1,951,875 C. Ridgeback Capital Management LLC (a) Amount beneficially owned: 1,951,875 (b) Percent of class: 7.2% (c) (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 1,951,875 (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: 1,951,875 RCM and RCI do not own any Shares directly. RCI is the general partner of RCILP. Pursuant to an investment management agreement, RCM maintains investment and voting power with respect to the securities held or controlled by RCI. Wayne Holman, an individual, controls RCM. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, RCM and RCI may be deemed

Ownership of Five Percent or Less of a Class

Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.

Ownership of More than Five Percent on Behalf of Another Person

Item 6. Ownership of More than Five Percent on Behalf of Another Person. To the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, a number of the Shares which represents more than five percent of the number of outstanding shares of the Shares. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not Applicable.

Identification and Classification of Members of the Group

Item 8. Identification and Classification of Members of the Group. Not Applicable.

Notice of Dissolution of Group

Item 9. Notice of Dissolution of Group. Not Applicable.

Certifications

Item 10. Certifications. Each of the Reporting Persons hereby makes the following certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. CUSIP NO. 52635N103 13G Page 9 of 10 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATED: July 29, 2024 Ridgeback Capital Investments L.P. By: Ridgeback Capital Investments LLC, Its General Partner By: /s/ Nicole Venezia Name: Nicole Venezia Title: General Counsel Ridgeback Capital Investments LLC By: /s/ Nicole Venezia Name: Nicole Venezia Title: General Counsel Ridgeback Capital Management LLC By: /s/ Nicole Venezia Name: Nicole Venezia Title: General Counsel CUSIP NO. 52635N103 13G Page 10 of 10 EXHIBIT INDEX Exhibit Number Exhibit Description 99.1 Joint Filing Agreement

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