Jami Rubin - Dec 17, 2021 Form 4 Insider Report for EQRx, Inc. (EQRX)

Role: Chief Financial Officer
Signature: /s/ William Collins, Attorney-in-Fact
Stock symbol: EQRX
Transactions as of: Dec 17, 2021
Transactions value $: $0
Form type: 4
Date filed: 12/20/2021, 08:58 PM
Previous filing: May 21, 2021
Next filing: Mar 1, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	EQRX	Common Stock	Award		+2.19M			2.19M	Dec 17, 2021	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	EQRX	Earn-out Shares	Award		+301K			301K	Dec 17, 2021	Common Stock	301K		Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On December 17, 2021, upon consummation of the transactions (the "Closing" of the "Business Combination") contemplated by the Agreement and Plan of Merger dated August 5, 2021 (the "Merger Agreement") by and among the Issuer (f/k/a CM Life Sciences III Inc.), Clover III Merger Sub Inc. and EQRx International, Inc. (f/k/a EQRx, Inc., "Legacy EQRx"), each share of Legacy EQRx capital stock was exchanged, pursuant to the Merger Agreement, for shares of the Issuer's Common Stock.
F2	Upon consummation of the Business Combination, the Reporting Person received the right to acquire an aggregate of 300,618 shares of the Issuer's Common Stock (the "Earn-out Shares"), (i) 210,433 of which will be released from escrow if the value weighted average price ("VWAP") for at least 20 of any 30 consecutive trading days following December 17, 2022 is at least $12.50; and (ii) 90,185 of which will be released from such escrow if the VWAP for at least 20 of any 30 consecutive trading days following December 17, 2022 is at least $16.50. Any Earn-out Shares not eligible to be released on or prior to December 17, 2024 will be forfeited and cancelled, and the maximum number of Earn-out Shares the Reporting Person may be eligible to acquire is subject to adjustment per the terms of the Merger Agreement.

Content

On December 17, 2021, upon consummation of the transactions (the "Closing" of the "Business Combination") contemplated by the Agreement and Plan of Merger dated August 5, 2021 (the "Merger Agreement") by and among the Issuer (f/k/a CM Life Sciences III Inc.), Clover III Merger Sub Inc. and EQRx International, Inc. (f/k/a EQRx, Inc., "Legacy EQRx"), each share of Legacy EQRx capital stock was exchanged, pursuant to the Merger Agreement, for shares of the Issuer's Common Stock.

Upon consummation of the Business Combination, the Reporting Person received the right to acquire an aggregate of 300,618 shares of the Issuer's Common Stock (the "Earn-out Shares"), (i) 210,433 of which will be released from escrow if the value weighted average price ("VWAP") for at least 20 of any 30 consecutive trading days following December 17, 2022 is at least $12.50; and (ii) 90,185 of which will be released from such escrow if the VWAP for at least 20 of any 30 consecutive trading days following December 17, 2022 is at least $16.50. Any Earn-out Shares not eligible to be released on or prior to December 17, 2024 will be forfeited and cancelled, and the maximum number of Earn-out Shares the Reporting Person may be eligible to acquire is subject to adjustment per the terms of the Merger Agreement.