| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 09/26/2024 |
3. Issuer Name and Ticker or Trading Symbol
GRAIL, Inc. [ GRAL ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
| Common Stock | 3,496,026(1) | I | See Footnotes(1)(2) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| Explanation of Responses: |
| 1. Securities are owned directly by funds (the "CRCM Funds") and separately managed accounts managed by CRCM LP, a Delaware limited partnership and a registered investment adviser with the U.S. Securities and Exchange Commission (the "Investment Manager"). The Reporting Person holds ownership interests in the CRCM Funds. The Reporting Person is the managing partner of the Investment Manager and may be deemed to have an indirect pecuniary interest in a percentage of the securities held by the CRCM Funds. The CRCM Funds and separately managed accounts hold directly in the aggregate 3,496,026 shares of common stock of the Issuer. The Reporting Person may be deemed to beneficially own a percentage of shares of common stock of the Issuer by virtue of his proportional interest in the CRCM Funds. |
| 2. The Reporting Person disclaims any beneficial ownership of any of the Issuer's securities reported herein, or otherwise, except as to securities representing the Reporting Person's proportional interest in the CRCM Funds, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such other securities of the Issuer for purposes of Section 16 or for any other purpose. |
| Remarks: |
| Exhibit 24: Power of Attorney |
| /s/ J. Matthew Mangan, as attorney-in-fact for Chun R. Ding | 10/09/2024 | |
| ** 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 5 (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. | ||
EXHIBIT 24
POWER OF ATTORNEY
(For Executing Form ID, Update Passphrase and Forms 3, 4 and 5)
Know all by these presents, that the undersigned hereby constitutes and appoints each of Jeffrey Pititto, Jolene Beaty and Matthew Mangan of K&L Gates LLP,
signing individually, the undersigned’s true and lawful attorney‑in‑fact and agent to:
(1) Prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to
the Securities and Exchange Commission (the “SEC”) a Form ID, Uniform Application for Access Codes to File on EDGAR, including amendments thereto, and any other documents necessary or
appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any rule or regulation thereunder, which shall include obtaining or updating passphrases necessary to access or update access to EDGAR;
(2) Prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to
the SEC Forms 3, 4 and 5 (including amendments thereto and joint filing agreements in connection therewith) in accordance with Section 16(a) of the Exchange Act and the rules thereunder;
(3) Do and perform any and all acts for and on behalf of the undersigned that may be
necessary or desirable to prepare and execute any such Form 3, 4 or 5 (including amendments thereto and joint filing agreements in connection therewith) and file such forms with the SEC and any stock exchange, self-regulatory association or any
similar authority; and
(4) Take any other action of any type whatsoever in connection with the foregoing that, in
the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.
The undersigned hereby grants to such attorney‑in‑fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or
proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and
confirming all that such attorney‑in‑fact, or such attorney‑in‑fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that
the foregoing attorney-in-fact, and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5 with
respect to the undersigned’s holdings of and transactions in securities, (b) revocation by the undersigned in a signed writing delivered to K&L Gates LLP and the foregoing attorneys‑in‑fact or (c) as to any attorney-in-fact individually, until
such attorney-in-fact is no longer employed by K&L Gates LLP.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below.
Date: October 4, 2024
| By: |
/s/ Chun R. Ding |
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| Name: |
Chun R. Ding |
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