Kathryn E. Giusti - Dec 17, 2021 Form 4 Insider Report for EQRx, Inc. (EQRX)

Role: 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: Oct 4, 2022

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	+159K		$0.00	159K	Dec 17, 2021	Common Stock	159K	$8.84	Direct	F1
transaction	EQRX	Earn-out Shares	Award		+21.8K			21.8K	Dec 17, 2021	Common Stock	21.8K		Direct	F2

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

Explanation of Responses:

Id	Content
F1	These options were issued under the 2019 Stock Option and Grant Plan (the "2019 Plan") of EQRx International, Inc. (f/k/a EQRx, Inc., "Legacy EQRx") and were assumed upon the 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 Legacy EQRx, 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-third of the shares underlying this option vest and become exercisable on the one-year anniversary of the vesting commencement date (September 21, 2022), with the remainder vesting in 24 equal monthly installments, subject to the Reporting Person continuous service as of each vesting date.
F2	Upon consummation of the Business Combination, the Reporting Person received the right to acquire 21,820 shares of the Issuer's Common Stock (the "Earn-out Shares"), (i) 15,274 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) 6,546 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

These options were issued under the 2019 Stock Option and Grant Plan (the "2019 Plan") of EQRx International, Inc. (f/k/a EQRx, Inc., "Legacy EQRx") and were assumed upon the 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 Legacy EQRx, 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-third of the shares underlying this option vest and become exercisable on the one-year anniversary of the vesting commencement date (September 21, 2022), with the remainder vesting in 24 equal monthly installments, subject to the Reporting Person continuous service as of each vesting date.

Upon consummation of the Business Combination, the Reporting Person received the right to acquire 21,820 shares of the Issuer's Common Stock (the "Earn-out Shares"), (i) 15,274 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) 6,546 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.