SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person* GV 2019 GP, L.L.C. (Last) (First) (Middle) 1600 AMPHITHEATRE PARKWAY (Street) MOUNTAIN VIEW CA 94043 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/19/2022	3. Issuer Name and Ticker or Trading Symbol Prime Medicine, Inc. [ PRME ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	(1)	(1)	Common Stock	10,722,248	(1)	I	By GV 2019, L.P.(2)
Series B Convertible Preferred Stock	(1)	(1)	Common Stock	1,762,440	(1)	I	By GV 2021, L.P.(3)

1. Name and Address of Reporting Person* GV 2019 GP, L.L.C. (Last) (First) (Middle) 1600 AMPHITHEATRE PARKWAY (Street) MOUNTAIN VIEW CA 94043 (City) (State) (Zip)

1. Name and Address of Reporting Person* GV 2019 GP, L.P. (Last) (First) (Middle) 1600 AMPHITHEATRE PARKWAY (Street) MOUNTAIN VIEW CA 94043 (City) (State) (Zip)

1. Name and Address of Reporting Person* GV 2019, L.P. (Last) (First) (Middle) 1600 AMPHITHEATRE PARKWAY (Street) MOUNTAIN VIEW CA 94043 (City) (State) (Zip)

1. Name and Address of Reporting Person* GV 2021 GP, L.L.C. (Last) (First) (Middle) 1600 AMPHITHEATRE PARKWAY (Street) MOUNTAIN VIEW CA 94043 (City) (State) (Zip)

1. Name and Address of Reporting Person* GV 2021 GP, L.P. (Last) (First) (Middle) 1600 AMPHITHEATRE PARKWAY (Street) MOUNTAIN VIEW CA 94043 (City) (State) (Zip)

1. Name and Address of Reporting Person* GV 2021, L.P. (Last) (First) (Middle) 1600 AMPHITHEATRE PARKWAY (Street) MOUNTAIN VIEW CA 94043 (City) (State) (Zip)

1. Name and Address of Reporting Person* Alphabet Inc. (Last) (First) (Middle) 1600 AMPHITHEATRE PARKWAY (Street) MOUNTAIN VIEW CA 94043 (City) (State) (Zip)

Explanation of Responses:

1. The shares of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock (together, the "Preferred Stock") are convertible into Common Stock on a one-for-3.10880 basis at any time at the option of the holder, and will automatically convert into the number of shares shown in Column 3 immediately prior to the closing of the Issuer's initial public offering. The Preferred Stock has no expiration date.

2. The reported securities are held directly by GV 2019, L.P. GV 2019 GP, L.P. ("GV 2019 GP"), the general partner of GV 2019, L.P., GV 2019 GP, L.L.C. ("GV 2019 LLC"), the general partner of GV 2019 GP, L.P., Alphabet Holdings LLC ("Alphabet Holdings"), the sole member of GV 2019 GP, L.L.C., XXVI Holdings Inc. ("XXVI"), the sole member of Alphabet Holdings LLC, and Alphabet Inc. ("Alphabet"), the controlling stockholder of XXVI Holdings Inc. may each be deemed to indirectly beneficially own (as the term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) the securities directly beneficially owned by GV 2019, L.P. Each of GV 2019 GP, GV 2019 LLC, Alphabet Holdings, XXVI and Alphabet disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

3. The reported securities are held directly by GV 2021, L.P. GV 2021 GP, L.P. ("GV 2021 GP"), the general partner of GV 2021, L.P., GV 2021 GP, L.L.C. ("GV 2021 LLC"), the general partner of GV 2021 GP, L.P., Alphabet Holdings, the sole member of GV 2021 GP, L.L.C., XXVI, the sole member of Alphabet Holdings, and Alphabet, the controlling stockholder of XXVI, may each be deemed to indirectly beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act) the securities directly beneficially owned by GV 2021, L.P. Each of GV 2021 GP, GV 2021 LLC, Alphabet Holdings, XXVI and Alphabet, disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

Remarks:

	/s/ Inga Goldbard, General Counsel of GV 2019 GP, L.L.C.	10/19/2022
	/s/ Inga Goldbard, General Counsel of GV 2019 GP, L.P.	10/19/2022
	/s/ Inga Goldbard, General Counsel of GV 2019, L.P.	10/19/2022
	/s/ Inga Goldbard, General Counsel of GV 2021 GP, L.L.C.	10/19/2022
	/s/ Inga Goldbard, General Counsel of GV 2021 GP, L.P.	10/19/2022
	/s/ Inga Goldbard, General Counsel of GV 2021, L.P.	10/19/2022
	/s/ Kathryn W. Hall, Assistant Secretary of Alphabet Inc.	10/19/2022
	** Signature of Reporting Person	Date
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