Eli Casdin - Jan 1, 2023 Form 4 Insider Report for EQRx, Inc. (EQRX)

Role
10%+ Owner
Signature
/s/ William Collins, Attorney-in-Fact
Stock symbol
EQRX
Transactions as of
Jan 1, 2023
Transactions value $
$0
Form type
4
Date filed
1/4/2023, 08:55 PM
Previous filing
Nov 25, 2022
Next filing
Feb 2, 2023

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 Earn-out Shares Award +18.2K +0.53% 3.47M Jan 1, 2023 Common Stock 18.2K By Casdin Partners Master Fund L.P. F1, F2, F3
transaction EQRX Earn-out Shares Award +2.76K +0.53% 527K Jan 1, 2023 Common Stock 2.76K By Casdin Venture Opportunities Fund, L.P. F1, F3, F4
transaction EQRX Earn-out Shares Award +3.96K +0.53% 756K Jan 1, 2023 Common Stock 3.96K By Casdin Private Growth Equity Fund, L.P. F1, F3, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On January 1, 2023, the Reporting Person was allocated the right to acquire an additional 24,901 shares of the Issuer's Common Stock (the "Earn-out Shares"), (i) 17,430 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) 7,471 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 Agreement and Plan of Merger dated August 5, 2021 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.).
F2 The shares are held directly by Casdin Partners Master Fund L.P. ("CPMF").
F3 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.
F4 The shares are held directly by CVOF.
F5 The shares are held directly by CPGEF.