ILMN Illumina Inc

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 NAME OF REPORTING PERSON

 Illumina, Inc.

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 4,502,126 (See Note 1)

 SHARED VOTING POWER

 0

 SOLE DISPOSITIVE POWER

 4,502,126 (See Note 1)

 SHARED DISPOSITIVE POWER

 0

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 4,502,126 (See Note 1)

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 14.5% (See Note 2)

 TYPE OF REPORTING PERSON

 CO

On June 24, 2024, Illumina, Inc. (“Illumina”) completed the separation of GRAIL, Inc. (the “Company”) through the distribution of approximately 85.5% of the shares of the Company’s common stock, par value $0.001 (“Common Stock”), to holders of Illumina’s common stock (the “Spin-Off”). Immediately following the Spin-Off, Illumina directly owned 4,502,126 shares, or approximately 14.5%, of the outstanding shares of Common Stock. Pursuant to a Stockholder and Registration Rights Agreement, dated as of June 21, 2024 (the “Stockholder and Registration Rights Agreement”), between Illumina and the Company, Illumina granted to the Company a proxy to vote the shares of Common Stock owned by Illumina immediately after the distribution in proportion to the votes cast by the Company’s other stockholders.

The denominator for this calculation is based on 31,049,148 shares of Common Stock outstanding as of August 11, 2024, as reported in the Company’s Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on August 13, 2024.