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SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* Graf Acquisition Partners IV LLC (Last) (First) (Middle) 1790 HUGHES LANDING BLVD., SUITE 400 (Street) THE WOODLANDS TX 77380 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NKGen Biotech, Inc. [ NKGN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/02/2024
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/02/2024		J(1)		97,232	D	$0	2,339,512	D(3)
Common Stock	12/16/2024		J(2)		83,214	D	$0	2,256,298	D(3)
Common Stock	12/18/2024		J(4)		110,157	D	$0	2,146,141	D(3)

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Private Placement Warrants	$11.5	12/02/2024		D(5)			713,357	10/29/2023	09/29/2028	Common Stock	713,357	(5)	4,008,176	D(3)
Private Placement Warrants	$11.5	12/16/2024		D(5)			1,212,707	10/29/2023	09/29/2028	Common Stock	1,212,707	(5)	2,795,469	D(3)
Working Capital Warrants	$11.5	12/16/2024		D(6)			66,667	10/29/2023	09/29/2028	Common Stock	66,667	(6)	456,473	D(3)
Private Placement Warrants	$11.5	12/18/2024		D(5)			891,696	10/29/2023	09/29/2028	Common Stock	891,696	(5)	1,903,773	D(3)
Working Capital Warrants	$11.5	12/18/2024		D(6)			266,667	10/29/2023	09/29/2028	Common Stock	266,667	(6)	189,806	D(3)

1. Name and Address of Reporting Person* Graf Acquisition Partners IV LLC (Last) (First) (Middle) 1790 HUGHES LANDING BLVD., SUITE 400 (Street) THE WOODLANDS TX 77380 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Graf James A (Last) (First) (Middle) 1790 HUGHES LANDING BLVD., SUITE 400 (Street) THE WOODLANDS TX 77380 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner X Officer (give title below) Other (specify below) Interim CFO

Explanation of Responses:

1. On December 2, 2024, Graf Acquisition Partners IV LLC (the "Sponsor") distributed 97,232 shares of common stock of the NKGen Biotech, Inc. (f/k/a Graf Acquisition Corp. IV, the "Issuer") to SPAC21, LLC, Claybaker LLC, and Venus Investments I LLC, each a member of the Sponsor and initially entitled to the distribution of 15% of the original shares of common stock held by the Sponsor, which were issued upon the conversion of the shares of Class B common stock of Graf Acquisition Corp. IV (the "Founder Shares"), upon September 29, 2024, the one-year anniversary of the closing of the business combination between Graf Acquisition Corp. IV and the Issuer, and the additional parties thereto (the "Closing").

2. On December 16, 2024, the Sponsor distributed 83,214 shares of common stock of the Issuer to ARI Founders Fund, L.P. and OC Opportunities Fund III, L.P, each a member of the Sponsor and initially entitled to the distribution of 15% of the Founder Shares, upon September 29, 2024, the one-year anniversary of the Closing.

3. The Sponsor is the record holder of the securities reported herein. James A. Graf is the managing member of the Sponsor. Mr. Graf has voting and investment discretion with respect to the securities held of record by the Sponsor.

4. On December 17, 2024, the Sponsor distributed 110,157 shares of common stock of the Issuer to Magnetar Constellation Master Fund, Ltd., Magnetar Constellation Fund II, Ltd., Magnetar Structured Credit Fund, LP, Magnetar Xing He Master Fund Ltd., Magnetar SC Fund Ltd., Purpose Alternative Credit Fund Ltd., Purpose Alternative Credit Fund - T LLC, Magnetar Lake Credit Fund LLC, Magnetar Capital Master Fund, Ltd., Magnetar Discovery Master Fund Ltd., W.I. Cook Foundation Inc., Isalea Investments LP, Edwin J. Rigaud, and Jeff Sagansky, each a member of the Sponsor and initially entitled to the distribution of 15% of the Founder Shares, upon September 29, 2024, the one-year anniversary of the Closing.

5. The Private Placement Warrants were distributed by the Sponsor to its members in accordance with its limited liability company agreement, as amended. The Private Placement Warrants were initially purchased at a price of $1.50 per Private Placement Warrant in accordance with the private placement warrant agreement between the Sponsor and the Issuer.

6. The Working Capital Warrants were distributed by the Sponsor to its members in accordance with its limited liability company agreement, as amended. The Working Capital Warrants were issued in connection with the conversion of working capital loans, entered into between the Sponsor and the Issuer, at a price of $1.50 per Working Capital Warrant.

	/s/ James A. Graf, managing member of Graf Acquisition Partners IV LLC	12/23/2024
	/s/ James A. Graf	12/23/2024
	** Signature of Reporting Person	Date
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