Amy Abernethy - 09 Nov 2023 Form 4 Insider Report for EQRx, Inc.

Reporting relationship: Director
Issuer ticker: N/A
Reported as of: 09 Nov 2023
Net transaction value: $0
SEC form: 4
Accepted by SEC: 09 Nov 2023, 16:06:29 UTC
Prior SEC filing: 22 Feb 2023
Source filing: View source filing
Reporting owner signature: /s/ William Collins, Attorney-in-Fact

Key filing fact

Amy Abernethy filed Form 4 for EQRx, Inc. on 09 Nov 2023.

Key facts

This page summarizes Amy Abernethy's Form 4 filing for EQRx, Inc..
2 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 09 Nov 2023, 16:06.

Change

Previous filing in this sequence was filed on 22 Feb 2023.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

EQRX transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -200,000
Change %: -100%
Price
Shares after: 0
Date: 09 Nov 2023
Ownership: Direct
Footnotes: F1, F2

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

EQRX transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value: $0
Shares: -389,223
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 09 Nov 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 389,223
Exercise price: $3.03
Footnotes: F1, F3, F4

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Amy Abernethy is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote F1

This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger dated July 31, 2023 (the "Merger Agreement"), by and among the Issuer, Revolution Medicines, Inc. ("Revolution Medicines"), Equinox Merger Sub, Inc., a direct, wholly owned subsidiary of Revolution Medicines ("Merger Sub I"), and Equinox Merger Sub II LLC, a direct, wholly owned subsidiary of Revolution Medicines ("Merger Sub II"), pursuant to which Merger Sub I merged with and into the Issuer effective as of November 9, 2023 (the "Effective Time"), with the Issuer surviving such merger as a direct, wholly owned subsidiary of Revolution Medicines (the "First Merger"), and promptly after the First Merger, the Issuer merged with and into Merger Sub II, with Merger Sub II surviving such merger as a direct, wholly owned subsidiary of Revolution Medicines.

Footnote F2

At the Effective Time, each share of Issuer common stock that was issued and outstanding immediately prior to the Effective Time was converted into the right to receive a number of validly issued, fully paid and non-assessable shares of Revolution Medicines common stock equal to 0.1112 (the "Exchange Ratio") and cash in lieu of any fractional shares of Revolution Medicines common stock any former holder of Issuer common stock would otherwise be entitled to receive, without interest and subject to any required tax withholding, upon the terms and subject to the conditions of the Merger Agreement.

Footnote F3

Pursuant to the Merger Agreement, each Issuer stock option that was outstanding and unexercised became fully vested and exercisable as of immediately prior to the Effective Time.

Footnote F4

At the Effective Time, each Issuer stock option that was outstanding immediately prior to the Effective Time and had an exercise price per share less than $2.16 (an "In-the-Money Option") was cancelled and converted automatically into the right to receive a number of shares of Revolution Medicines common stock equal to the quotient of (i) the product of (a) the number of shares of Issuer common stock subject to the In-the-Money Option immediately prior to the Effective Time, multiplied by (b) the excess of $2.16 over the exercise price of such In-the-Money Option, divided by (ii) $19.4690, less the number of shares of Revolution Medicines common stock having a fair market value as of the Effective Time equal to the amount necessary to satisfy the award holder's tax withholding obligations. (All Issuer stock options that did not constitute In-the-Money Options were terminated at the Effective Time for no consideration).