Eli Casdin - Dec 17, 2021 Form 4/A - Amendment Insider Report for EQRx, Inc. (EQRX)

Role
Director, 10%+ Owner
Signature
/s/ William Collins, Attorney-in-Fact
Stock symbol
EQRX
Transactions as of
Dec 17, 2021
Transactions value $
$50,000,000
Form type
4/A - Amendment
Date filed
12/23/2021, 07:47 PM
Date Of Original Report
Dec 21, 2021
Previous filing
Dec 13, 2021
Next filing
Mar 3, 2022

Transactions Table

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

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

Explanation of Responses:

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.

Remarks:

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