Type | Sym | Class | Transaction | Value $ | Shares | Change % | Price $ | Shares After | Date | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|
transaction | EQRX | Class A Common Stock | Options Exercise | +8.66M | 8.66M | Dec 17, 2021 | By CMLS Holdings III LLC | F1, F3 | |||
transaction | EQRX | Class A Common Stock | Other | -8.66M | -100% | 0 | Dec 17, 2021 | By CMLS Holdings III LLC | F2, F3 | ||
transaction | EQRX | Common Stock | Other | +8.66M | 8.66M | Dec 17, 2021 | By CMLS Holdings III LLC | F2, F3 | |||
transaction | EQRX | Common Stock | Award | +25.2M | 25.2M | Dec 17, 2021 | By Casdin Partners Master Fund L.P. | F4, F5, F6 | |||
transaction | EQRX | Common Stock | Award | $50M | +5M | +19.83% | $10.00 | 30.2M | Dec 17, 2021 | By Casdin Partners Master Fund L.P. | F5, F6, F7 |
transaction | EQRX | Common Stock | Award | +3.82M | 3.82M | Dec 17, 2021 | By Casdin Venture Opportunities Fund, L.P. | F4, F6, F8 | |||
transaction | EQRX | Common Stock | Award | +5.49M | 5.49M | Dec 17, 2021 | By Casdin Private Growth Equity Fund, L.P. | F4, F6, F9 |
Type | Sym | Class | Transaction | Value $ | Shares | Change % | Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
transaction | EQRX | Class B Common Stock | Other | -4.84M | -35.86% | 8.66M | Dec 17, 2021 | Class A Common Stock | 4.84M | By CMLS Holdings III LLC | F1, F3, F10 | |||
transaction | EQRX | Class B Common Stock | Options Exercise | -8.66M | -100% | 0 | Dec 17, 2021 | Class A Common Stock | 8.66M | By CMLS Holdings III LLC | F1, F3 | |||
transaction | EQRX | Earn-out Shares | Award | +3.45M | 3.45M | Dec 17, 2021 | Common Stock | 3.45M | By Casdin Partners Master Fund L.P. | F5, F6, F11 | ||||
transaction | EQRX | Earn-out Shares | Award | +524K | 524K | Dec 17, 2021 | Common Stock | 524K | By Casdin Venture Opportunities Fund, L.P. | F6, F8, F11 | ||||
transaction | EQRX | Earn-out Shares | Award | +752K | 752K | Dec 17, 2021 | Common Stock | 752K | By Casdin Private Growth Equity Fund, L.P. | F6, F9, F11 | ||||
transaction | EQRX | Warrants to purchase Class A Common Stock (right to buy) | Award | +8.11M | 8.11M | Dec 17, 2021 | Common Stock | 8.11M | $11.50 | By CMLS Holdings III LLC | F2, F12 |
Id | Content |
---|---|
F1 | Immediately prior to 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 EQRx International, Inc. (f/k/a EQRx, Inc., "Legacy EQRx"), each share of the Issuer's Class B Common Stock automatically converted into shares of Class A Common Stock on a one-for-one basis (the "Conversion"). |
F2 | Immediately following the Conversion but prior to Closing, the Class A Common Stock was reclassified as Common Stock. |
F3 | The shares are held directly by CMLS Holdings III LLC. The Reporting Person serves on the Board of Managers of CMLS Holdings III and shares voting and investment discretion with respect to the common stock held of record by CMLS Holdings III LLC. C-LSH III is a member of CMLS Holdings III LLC, and the Reporting Person is managing member of C-LSH III. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
F4 | Upon consummation of the Business Combination, each share of Legacy EQRx capital stock was exchanged, pursuant to the Merger Agreement, for shares of the Issuer's Common Stock. |
F5 | The shares are held directly by Casdin Partners Master Fund, L.P. ("CPMF"). |
F6 | Casdin Capital, LLC is the investment advisor to CPMF, Casdin Venture Opportunities Fund, L.P. ("CVOF") and Casdin Private Growth Equity Fund, L.P. ("CPGEF"). Casdin Partners GP, LLC is the general partner of CPMF. Casdin Venture Opportunities Fund GP, LLC is the general partner of CVOF. Casdin Private Growth Equity Fund GP, LLC is the general partner of CPGEF. The Reporting Person is the managing member of Casdin Capital, LLC, Casdin Partners GP, LLC, Casdin Venture Opportunities Fund GP, LLC and Casdin Private Growth Equity Fund GP, LLC and may be deemed to have voting and investment power with respect to the shares. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein, if any. |
F7 | Represents shares of Common Stock obtained in a private placement of public securities ("PIPE") on December 17, 2021. |
F8 | The shares are held directly by CVOF. |
F9 | The shares are held directly by CPGEF. |
F10 | Represents shares of Class B Common Stock forfeited to the Issuer for no consideration in connection with the Business Combination. |
F11 | In connection with the Business Combination, the Reporting Person received the right to acquire an aggregate of 4,729,839 shares of the Issuer's Common Stock (the "Earn-out Shares"), (i) 3,310,887 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) 1,418,952 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. |
F12 | Following the completion of the Business Combination, warrants to purchase Class A Common Stock become exercisable on April 9, 2022. |
This Form 4 amends and restates the Form 4 filed by the Reporting Persons on December 21, 2021 to clarify the form of ownership reported in Table I and report Earn-out Shares in Table II. Exhibit 24 - Power of Attorney