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

Role: Chief Executive Officer, Director
Signature: /s/ William Collins, Attorney-in-Fact
Stock symbol: EQRX
Transactions as of: Dec 17, 2021
Transactions value $: $0
Form type: 4
Date filed: 12/21/2021, 05:30 AM
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		+5.68M			5.68M	Dec 17, 2021	Direct	F1
transaction	EQRX	Common Stock	Award		+3.85M			3.85M	Dec 17, 2021	By MIN 2020 LLC	F1, F2

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	Stock Option (Right to Buy)	Award	$0	+627K		$0.00	627K	Dec 17, 2021	Common Stock	627K	$2.21	Direct	F3
transaction	EQRX	Stock Option (Right to Buy)	Award	$0	+1.25M		$0.00	1.25M	Dec 17, 2021	Common Stock	1.25M	$2.68	Direct	F4
transaction	EQRX	Earn-out Shares	Award		+1.04M			1.04M	Dec 17, 2021	Common Stock	1.04M		Direct	F5
transaction	EQRX	Earn-out Shares	Award		+528K			528K	Dec 17, 2021	Common Stock	528K		By MIN 2020 LLC	F2, F5

* 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	Shares held by MIN 2020 LLC. The Reporting Person disclaims beneficial ownership of these shares except to the extent of her pecuniary interest therein, if any.
F3	These options were issued under the Legacy EQRx 2019 Stock Option and Grant Plan (the "2019 Plan") and were assumed in the Business Combination pursuant to the terms of the Merger Agreement and the 2019 Plan and are now exercisable for shares of the Issuer's Common Stock. One-fourth of the shares underlying this option vest and become exercisable on January 20, 2022 (the one-year anniversary of the grant date), with the remainder vesting in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous service as of each vesting date.
F4	These options were issued under the 2019 Plan and were assumed in the Business Combination pursuant to the terms of the Merger Agreement and the 2019 Plan and are now exercisable for shares of the Issuer's Common Stock. The shares underlying this option vest and become exercisable in 48 equal monthly installments commencing September 1, 2021, subject to the Reporting Person's continuous service as of each vesting date.
F5	Upon consummation of the Business Combination, the Reporting Person received the right to acquire an aggregate of 1,563,213 shares of the Issuer's Common Stock (the "Earn-out Shares"), (i) 1,094,250 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) 468,963 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 shares not eligible to be released on or prior to December 17, 2024 will be forfeited and cancelled.