AH Equity Partners LSV I, L.L.C. - Dec 17, 2021 Form 3 Insider Report for EQRx, Inc. (EQRX)

Role
10%+ Owner
Signature
AH Equity Partners LSV I, L.L.C., By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer
Stock symbol
EQRX
Transactions as of
Dec 17, 2021
Transactions value $
$0
Form type
3
Date filed
12/22/2021, 08:09 PM
Next filing
Jan 5, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding EQRX Common Stock 17.4M Dec 17, 2021 By AH Bio Fund II, L.P. F1, F2
holding EQRX Common Stock 19.2M Dec 17, 2021 By AH Bio Fund III, L.P. F3, F4
holding EQRX Common Stock 11.4M Dec 17, 2021 By Andreessen Horowitz LSV Fund I, L.P. F5, F6
holding EQRX Common Stock 5M Dec 17, 2021 By Andreessen Horowitz LSV Fund II, L.P. F7, F8

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
holding EQRX Earn-out Shares Dec 17, 2021 Common Stock 2.39M By AH Bio Fund II, L.P. F1, F2, F9
holding EQRX Earn-out Shares Dec 17, 2021 Common Stock 2.63M By AH Bio Fund III, L.P. F3, F4, F9
holding EQRX Earn-out Shares Dec 17, 2021 Common Stock 1.57M By Andreessen Horowitz LSV Fund I, L.P. F5, F6, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The reported securities are held by AH Bio Fund II, L.P., for itself and as nominee for AH Bio Fund II-B, L.P. (collectively, the "AH Bio Fund II Entities"). AH Equity Partners Bio II, L.L.C. ("AH EP Bio II") is the general partner of the AH Bio Fund II Entities and may be deemed to have sole voting and dispositive power with regard to the securities held by the AH Bio Fund II Entities. The managing members of AH EP Bio II are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz may be deemed to have shared voting and dispositive power with respect to the securities held by the AH Bio Fund II Entities.
F2 Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Bio Fund II Entities (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of such person's pecuniary interest therein, if any.
F3 The reported securities are held by AH Bio Fund III, L.P., for itself and as nominee for AH Bio Fund III-B, L.P. and AH Bio Fund III-Q, L.P. (collectively, the "AH Bio Fund III Entities"). AH Equity Partners Bio III, L.L.C. ("AH EP Bio III") is the general partner of the AH Bio Fund III Entities and may be deemed to have sole voting and dispositive power with regard to the securities held by the AH Bio Fund III Entities. The managing members of AH EP Bio III are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz may be deemed to have shared voting and dispositive power with respect to the securities held by the AH Bio Fund III Entities.
F4 Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Bio Fund III Entities (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of such person's pecuniary interest therein, if any.
F5 The reported securities are held by Andreessen Horowitz LSV Fund I, L.P., for itself and as nominee for Andreessen Horowitz LSV Fund I-B, L.P. and Andreessen Horowitz LSV Fund I-Q, L.P. (collectively, the "AH LSV Fund I Entities"). AH Equity Partners LSV I, L.L.C. ("AH EP LSV I") is the general partner of the AH LSV Fund I Entities and may be deemed to have sole voting and dispositive power with regard to the securities held by the AH LSV Fund I Entities. The managing members of AH EP LSV I are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz may be deemed to have shared voting and dispositive power with respect to the securities held by the AH LSV Fund I Entities.
F6 Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH LSV Fund I Entities (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of such person's pecuniary interest therein, if any.
F7 The reported securities are held by Andreessen Horowitz LSV Fund II, L.P., for itself and as nominee for Andreessen Horowitz LSV Fund II-B, L.P. and Andreessen Horowitz LSV Fund II-Q, L.P. (collectively, the "AH LSV Fund II Entities"). AH Equity Partners LSV II, L.L.C. ("AH EP LSV II") is the general partner of the AH LSV Fund II Entities and may be deemed to have sole voting and dispositive power with regard to the securities held by the AH LSV Fund II Entities. The managing members of AH EP LSV II are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz may be deemed to have shared voting and dispositive power with respect to the securities held by the AH LSV Fund II Entities.
F8 Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH LSV Fund II Entities (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of such person's pecuniary interest therein, if any.
F9 Represents the right to acquire an aggregate of 6,584,160 shares of the Issuer's Common Stock (the "Earn-out Shares"), (i) 4,608,912 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) 1,975,248 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 Persons may be eligible to acquire is subject to adjustment per the terms of the Agreement and Plan of Merger, dated August 5, 2021, as amended, by and among the Issuer, Clover III Merger Sub Inc. and EQRx International, Inc. (f/k/a EQRx, Inc.).

Remarks:

Form 2 of 2: This Form 3 is the second of two Forms 3 being filed relating to the same event. The Form 3 has been split into multiple filings because there are more than 10 Reporting Persons total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 Reporting Persons. Each Form 3 will be filed by Designated Filer AH Equity Partners Bio II, L.L.C. Exhibit 24.1 - Power of Attorney (Marc Andreessen) Exhibit 24.2 - Power of Attorney (Benjamin Horowitz)