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).

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. Issuer Name and Ticker or Trading Symbol Prime Medicine, Inc. [ PRME ]	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) 05/08/2023
	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
	Rule 10b5-1(c) Transaction Indication X Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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	05/08/2023		S(1)		100,772	D	$14.1282(2)	11,421,476	I	By GV 2019, L.P.(3)
Common Stock	05/09/2023		S(1)		321,238	D	$14.0787(4)	11,100,238	I	By GV 2019, L.P.(3)
Common Stock								1,762,440	I	By GV 2021, L.P.(5)

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

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. This transaction was entered into pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 6, 2023.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.90 to $14.32, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote 2 and in footnote 4 of this Form 4.

3. The securities reported in this row are directly beneficially owned by GV 2019, L.P. (the "2019 Partnership"). The general partner of the 2019 Partnership is GV 2019 GP, L.P. (the "2019 GP"). The general partner of the 2019 GP is GV 2019 GP, L.L.C. ("GV 2019 LLC"). The sole member of GV 2019 LLC is Alphabet Holdings LLC ("Alphabet Holdings"). The sole member of Alphabet Holdings is XXVI Holdings Inc. ("XXVI"). The controlling stockholder of XXVI is Alphabet Inc. Each of the 2019 GP, GV 2019 LLC, Alphabet Holdings, XXVI, and Alphabet Inc. may 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 "Act")) the securities directly beneficially owned by the 2019 Partnership. Each of the aforementioned parties disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.00 to $14.215, inclusive.

5. The securities reported in this row are directly beneficially owned by GV 2021, L.P. (the "2021 Partnership"). The general partner of the 2021 Partnership is GV 2021 GP, L.P. (the "2021 GP"). The general partner of the 2021 GP is GV 2021 GP, L.L.C. ("GV 2021 LLC"). The sole member of GV 2021 LLC is Alphabet Holdings. The sole member of Alphabet Holdings is XXVI. The controlling stockholder of XXVI is Alphabet Inc. Each of the 2021 GP, GV 2021 LLC, Alphabet Holdings, XXVI, and Alphabet Inc. may be deemed to indirectly beneficially own (as the term is defined in Rule 13d-3 of the Act) the securities directly beneficially owned by the 2021 Partnership. Each of the aforementioned parties 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.	05/10/2023
	/s/ Inga Goldbard, General Counsel of GV 2019 GP, L.P.	05/10/2023
	/s/ Inga Goldbard, General Counsel of GV 2019, L.P.	05/10/2023
	/s/ Inga Goldbard, General Counsel of GV 2021 GP, L.L.C.	05/10/2023
	/s/ Inga Goldbard, General Counsel of GV 2021 GP, L.P.	05/10/2023
	/s/ Inga Goldbard, General Counsel of GV 2021, L.P.	05/10/2023
	/s/ Inga Goldbard, Attorney-in-fact of Alphabet Inc.	05/10/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

POWER OF ATTORNEY

      Know all by these presents, that each of the undersigned hereby makes,
constitutes and appoints each of Inga Goldbard and Kim Burr, or either of them
acting singly, the undersigned's true and lawful attorney-in-fact (each of such
persons being referred to herein as the "Attorney-in-Fact"), with full power to
act for the undersigned and in the undersigned's name, place and stead, in any
and all capacities, to:

1.	Prepare, execute and submit to the Securities and Exchange Commission
("SEC"), Prime Medicine, Inc. (the "Company"), and/or any national securities
exchange on which the Company's securities are listed any and all reports
(including any amendments thereto) the undersigned is required to file with the
SEC, or which the Attorney-in-Fact considers it advisable to file with the SEC,
under Section 13 or Section 16 of the Securities Exchange Act of 1934 (the
"Exchange Act") or any rule or regulation thereunder, or under Rule 144 under
the Securities Act of 1933 ("Rule 144"), with respect to the any security of the
Company, including Forms 3, 4 and 5, Schedules 13D and 13G, and Forms 144; and

2.	Obtain, as the undersigned's representative and on the undersigned's behalf,
information regarding transactions in the Company's equity securities from any
third party, including the Company and any brokers, dealers, employee benefit
plan administrators and trustees, and the undersigned hereby authorizes any such
third party to release any such information to the Attorney-in-Fact.

      The undersigned acknowledges that:

a.	This Power of Attorney authorizes, but does not require, the Attorney-in-Fact
to act in his or her discretion on information provided to such Attorney-in-Fact
without independent verification of such information;

b.	Any documents prepared or executed by the Attorney-in-Fact on behalf of the
undersigned pursuant to this Power of Attorney will be in such form and will
contain such information as the Attorney-in-Fact, in his or her discretion,
deems necessary or desirable;

c.	Neither the Company nor the Attorney-in-Fact assumes any liability for the
undersigned's responsibility to comply with the requirements of Section 13 or
Section 16 of the Exchange Act or Rule 144, any liability of the undersigned for
any failure to comply with such requirements, or any liability of the
undersigned for disgorgement of profits under Section 16(b) of the Exchange Act;
and

d.	This Power of Attorney does not relieve the undersigned from responsibility
for compliance with the undersigned's obligations under Section 13 or Section 16
of the Exchange Act, including, without limitation, the reporting requirements
under Section 13 or Section 16 of the Exchange Act.

      The undersigned hereby grants to the Attorney-in-Fact full power and
authority to do and perform each and every act and thing requisite, necessary or
advisable to be done in connection with the foregoing, as fully, to all intents
and purposes, as the undersigned might or could do in person, hereby ratifying
and confirming all that the Attorney-in-Fact shall lawfully do or cause to be
done by authority of this Power of Attorney.

      This Power of Attorney shall remain in full force and effect until the
earlier of (i) the date the undersigned is no longer required to file Forms 4 or
5 or Schedules 13D or 13G or Forms 144 with respect to the undersigned's direct
or indirect holdings of or transactions in securities of the Company, (ii) the
date the Attorney-in-Fact is no longer employed by GV Management Company, L.L.C.
or an affiliate thereof, or (iii) the date the undersigned revokes this Power of
Attorney in a signed writing delivered to the Attorney-in-Fact. This Power of
Attorney revokes all previous powers of attorney with respect to the subject
matter of this Power of Attorney.

      IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney
this 17th day of April, 2023.

Alphabet Holdings LLC

By:	/s/ Kathryn W. Hall
Name: 	Kathryn W. Hall
Title:	Secretary


XXVI Holdings Inc.

By:	/s/ Kathryn W. Hall
Name: 	Kathryn W. Hall
Title:	Assistant Secretary


Alphabet Inc.

By:	/s/ Kathryn W. Hall
Name: 	Kathryn W. Hall
Title:	Assistant Secretary