| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | IONQ | Common Stock | Other | $0 | -2.64M | -15.23% | $0.00 | 14.7M | Apr 11, 2022 | By GV 2016, L.P. | F1, F2 |
| transaction | IONQ | Common Stock | Sale | -$6.02M | -539K | -99.08% | $11.16 | 4.99K | Apr 11, 2022 | By Alphabet Holdings LLC | F3, F4, F5 |
| transaction | IONQ | Common Stock | Sale | -$59K | -4.99K | -100% | $11.83 | 0 | Apr 11, 2022 | By Alphabet Holdings LLC | F3, F5, F6 |
Gv 2016 Gp, L.L.C. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | The reported transaction represents a pro rata in-kind distribution by GV 2016, L.P. (the "Partnership"), including an aggregate 544,249 shares distributed to the Partnership's affiliate, Alphabet Holdings LLC ("Alphabet Holdings"). |
| F2 | The securities reported in this row are directly held by the Partnership. The general partner of the Partnership is GV 2016 GP, L.P. (the "GP"). The general partner of the GP is GV 2016 GP, L.L.C. ("GV 2016 LLC"). The sole managing member of GV 2016 LLC is Alphabet Holdings. The sole managing member of Alphabet Holdings is XXVI Holdings Inc. ("XXVI"). The sole controlling stockholder of XXVI is Alphabet Inc. Each of the GP, GV 2016 LLC, Alphabet Holdings, XXVI, and Alphabet Inc. may be deemed to have voting and investment discretion over the securities directly beneficially owned by the Partnership. Each of the aforementioned parties disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. |
| F3 | Represents the sale of securities received by Alphabet Holdings through an in-kind distribution, which sale is exempt, without limitation, pursuant to Rule 16a-9(a). |
| F4 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.775 to $11.77, inclusive. The reporting persons undertake to provide to IonQ, Inc., any security holder of IonQ, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges reported in Rows 2 and 3 of this Form 4. |
| F5 | The securities reported in this row were directly held by Alphabet Holdings at the time of sale. As noted in footnote 2 above, XXVI is the sole member of Alphabet Holdings and Alphabet Inc. is the sole controlling stockholder of XXVI. Each of XXVI and Alphabet may be deemed to have voting and investment discretion over securities directly beneficially owned by Alphabet Holdings. Each of the aforementioned entities disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. |
| F6 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.78 to $11.85, inclusive. |
As a result of the transactions reported in this Form 4, the reporting persons ceased to be members of a 10 percent owner group and will therefore no longer be subject to reporting obligations under Section 16 of the Securities Exchange Act of 1934.