Sanjiv Patel - Jan 17, 2023 Form 4 Insider Report for Relay Therapeutics, Inc. (RLAY)

Role: President and CEO, Director
Signature: /s/ Brian Adams, as Attorney-in-Fact
Stock symbol: RLAY
Transactions as of: Jan 17, 2023
Transactions value $: -$1,288,000
Form type: 4
Date filed: 1/19/2023, 07:33 PM
Previous filing: Jan 31, 2023
Next filing: Feb 9, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RLAY	Common Stock	Options Exercise	$141K	+28K	+11%	$5.04	283K	Jan 17, 2023	Direct	F1
transaction	RLAY	Common Stock	Sale	-$566K	-28K	-9.91%	$20.23	255K	Jan 17, 2023	Direct	F1
transaction	RLAY	Common Stock	Options Exercise	$141K	+28K	+11%	$5.04	283K	Jan 18, 2023	Direct	F1
transaction	RLAY	Common Stock	Sale	-$584K	-28K	-9.91%	$20.87	255K	Jan 18, 2023	Direct	F1, F2
transaction	RLAY	Common Stock	Options Exercise	$141K	+28K	+11%	$5.04	283K	Jan 19, 2023	Direct	F1
transaction	RLAY	Common Stock	Sale	-$561K	-28K	-9.91%	$20.02	255K	Jan 19, 2023	Direct	F1, F3
holding	RLAY	Common Stock						675K	Jan 17, 2023	By The Patel Family Irrevocable Trust of 2019	F4
holding	RLAY	Common Stock						433K	Jan 17, 2023	By The SSP Irrevocable Trust of 2020	F4

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	RLAY	Stock Option (Right to Buy)	Options Exercise	$0	-28K	-4.03%	$0.00	667K	Jan 17, 2023	Common Stock	28K	$5.04	Direct	F1, F5
transaction	RLAY	Stock Option (Right to Buy)	Options Exercise	$0	-28K	-4.2%	$0.00	639K	Jan 18, 2023	Common Stock	28K	$5.04	Direct	F1, F5
transaction	RLAY	Stock Option (Right to Buy)	Options Exercise	$0	-28K	-4.38%	$0.00	611K	Jan 19, 2023	Common Stock	28K	$5.04	Direct	F1, F5
transaction	RLAY	Stock Option (Right to Buy)	Award	$0	+702K		$0.00	702K	Jan 17, 2023	Common Stock	702K	$20.45	Direct	F6
transaction	RLAY	Stock Option (Right to Buy)	Award	$0	+702K		$0.00	702K	Jan 17, 2023	Common Stock	702K	$20.45	Direct	F7

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

Explanation of Responses:

Id	Content
F1	The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on July 22, 2022.
F2	This transaction was executed in multiple trades at prices ranging from $20.35 to $21.19. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.
F3	This transaction was executed in multiple trades at prices ranging from $20 to $20.41. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.
F4	These shares are held in irrevocable trusts for the benefit of the reporting person's family members. An independent trustee is trustee of the trusts. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
F5	The shares underlying this option shall vest in sixteen (16) equal quarterly installments after April 23, 2019, subject to the reporting person's continued employment through each applicable vesting date.
F6	The shares underlying this stock option shall vest in sixteen (16) equal quarterly installments commencing on January 17, 2023, subject to the reporting person's continued service with the Issuer through each vesting date.
F7	Such option was granted pursuant to the terms of the Issuer's 2020 Stock Option and Incentive Plan and becomes exercisable, if at all, in twelve equal quarterly installments if the last quoted trading price per share of the Issuer's common stock on the Nasdaq Global Market during any fifteen consecutive calendar day period is at least $35.00; provided that the reporting person maintains a service relationship with the Issuer.