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SCHEDULE 13D/A 0001687880 XXXXXXXX LIVE 5 Common Stock, par value $0.00001 per share 06/20/2025 false 0001815776 52635N103 LENZ Therapeutics, Inc. 201 Lomas Santa Fe Dr. Suite 300 Solana Beach CA 92075 Max Eisenberg 415-801-8100 One Sansome Street, Suite 1650 San Francisco CA 94104 0001687880 N Versant Venture Capital VI, L.P. b WC N DE 1967275 0 1967275 0 1967275 N 7.0 PN All shares are held by Versant VI (as defined in Item 2(a) of the Original Schedule 13D (as defined in Item 1 below)). 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. The percentage in Row 13 is based on 28,146,154 shares of Common Stock (as defined in Item 1 of the Original Schedule 13D) outstanding as of May 1, 2025, as set forth in the Issuer's quarterly report on Form 10-Q for the quarter ended March 31, 2025, filed with the United States Securities and Exchange Commission (the "Commission") on May 7, 2025 (the "Form 10-Q"). 0001777654 N Versant Ventures VI GP, L.P. b AF N DE 0 1967275 0 1967275 1967275 N 7.0 PN All 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. The percentage in Row 13 is based on 28,146,154 shares of Common Stock outstanding as of May 1, 2025, as reported by the Issuer in the Form 10-Q. 0001777652 N Versant Ventures VI GP-GP, LLC b AF N DE 0 1967275 0 1967275 1967275 N 7.0 OO All 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. The percentage in Row 13 is based on 28,146,154 shares of Common Stock outstanding as of May 1, 2025, as reported by the Issuer in the Form 10-Q. 0001832235 N Versant Vantage II, L.P. b WC N DE 842162 0 842162 0 842162 N 3.0 PN All 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. The percentage in Row 13 is based on 28,146,154 shares of Common Stock outstanding as of May 1, 2025, as reported by the Issuer in the Form 10-Q. 0001839790 N Versant Vantage II GP, L.P. b AF N DE 0 842162 0 842162 842162 N 3.0 PN All 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. The percentage in Row 13 is based on 28,146,154 shares of Common Stock outstanding as of May 1, 2025, as reported by the Issuer in the Form 10-Q. 0001839789 N Versant Vantage II GP-GP, LLC b AF N DE 0 842162 0 842162 842162 N 3.0 OO All 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. The percentage in Row 13 is based on 28,146,154 shares of Common Stock outstanding as of May 1, 2025, as reported by the Issuer in the Form 10-Q. 0001750266 N Versant Venture Capital VII, L.P. b WC N DE 1118446 0 1118446 0 1118446 N 4.0 PN Consists of (i) 1,047,912 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. The percentage in Row 13 is based upon 28,216,688 shares of Common Stock, which consists of (i) 28,146,154 shares of Common Stock outstanding as of May 1, 2025, 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. 0001777655 N Versant Ventures VII GP, L.P. b AF N DE 0 1118446 0 1118446 1118446 N 4.0 PN Consists of (i) 1,047,912 shares of Common Stock held 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. The percentage in Row 13 is based upon 28,216,688 shares of Common Stock, which consists of (i) 28,146,154 shares of Common Stock outstanding as of May 1, 2025, 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. 0001777656 N Versant Ventures VII GP-GP, LLC b AF N DE 0 1118446 0 1118446 1118446 N 4.0 OO Consists of (i) 1,047,912 shares of Common Stock held 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. The percentage in Row 13 is based upon 28,216,688 shares of Common Stock, which consists of (i) 28,146,154 shares of Common Stock outstanding as of May 1, 2025, 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. Common Stock, par value $0.00001 per share LENZ Therapeutics, Inc. 201 Lomas Santa Fe Dr. Suite 300 Solana Beach CA 92075 This Amendment No. 5 (this "Amendment") amends and supplements the Schedule 13D originally filed by certain of the Reporting Persons with the Commission on July 9, 2021 as it has been amended by Amendment No. 1 that was filed with the Commission on November 17, 2023, Amendment No. 2 that was filed with the Commission on March 25, 2024, Amendment No. 3 that was filed with the Commission on November 8, 2024 and Amendment No. 4 that was filed with the commission on June 12, 2025 (collectively, the "Original Schedule 13D"). Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13D remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment have the meanings ascribed to them in the Original Schedule 13D. See Items 7-11 and 13 of the cover pages of this Amendment for each Reporting Person and the corresponding comments. See Items 7-11 and 13 of the cover pages of this Amendment for each Reporting Person and the corresponding comments. On June 18, 2025, Versant VII sold 100,000 shares of Common Stock at a price per share of $29.95 for aggregate proceeds of approximately $2,995,000.00 On June 20, 2025, Versant VII sold 100,877 shares of Common Stock at a price per share of $30.35 for aggregate proceeds of approximately $3,061,616.95. On June 20, 2025, Versant VI sold 133,924 shares of Common Stock at a price per share of $30.25 for aggregate proceeds of approximately $4,051,201.00. Versant Venture Capital VI, L.P. /s/Max Eisenberg Max Eisenberg/COO of Versant Ventures VI GP-GP, LLC, the GP of Versant Ventures VI GP, L.P., the GP of Versant Venture Capital VI, L.P. 06/24/2025 Versant Ventures VI GP, L.P. /s/Max Eisenberg Max Eisenberg/COO of Versant Ventures VI GP-GP, LLC, the General Partner of Versant Ventures VI GP, L.P. 06/24/2025 Versant Ventures VI GP-GP, LLC /s/Max Eisenberg Max Eisenberg/COO 06/24/2025 Versant Vantage II, L.P. /s/Max Eisenberg Max Eisenberg/COO of Versant Vantage II GP-GP, LLC, the GP of Versant Vantage II GP, L.P., the GP of Versant Vantage II, L.P. 06/24/2025 Versant Vantage II GP, L.P. /s/Max Eisenberg Max Eisenberg/COO of Versant Vantage II GP-GP, LLC, the General Partner of Versant Vantage II GP, L.P. 06/24/2025 Versant Vantage II GP-GP, LLC /s/Max Eisenberg Max Eisenberg/COO 06/24/2025 Versant Venture Capital VII, L.P. /s/Max Eisenberg Max Eisenberg/COO of Versant Ventures VII GP-GP, LLC, the GP of Versant Ventures VII GP, L.P., the GP of Versant Venture Capital VII, L.P. 06/24/2025 Versant Ventures VII GP, L.P. /s/Max Eisenberg Max Eisenberg/COO of Versant Ventures VII GP-GP, LLC, the General Partner of Versant Ventures VII GP, L.P. 06/24/2025 Versant Ventures VII GP-GP, LLC /s/Max Eisenberg Max Eisenberg/COO 06/24/2025