SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Schrodinger, Inc. [ SDGR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 02/10/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $0.01 per share | 02/10/2020 | C | 14,890,845 | A | (1) | 14,890,845 | I | Held by Schrodinger Equity Holdings, LLC(2) | ||
| Common Stock, par value $0.01 per share | 02/10/2020 | C | 1,133,158 | A | (1) | 1,133,158 | I | Held by D. E. Shaw & Co., L.P.(3) | ||
| Common Stock, par value $0.01 per share | 02/10/2020 | C | 467,889 | A | (1) | 467,889 | I | Held by D. E. Shaw Valence Portfolios, L.L.C.(4) | ||
| Common Stock, par value $0.01 per share | 02/10/2020 | C | 4,264 | A | (1) | 4,264 | I | Held by D. E. Shaw Technology Development, LLC.(5) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Preferred Stock, $0.01 par value per share | (1) | 02/10/2020 | C | 111,314,131 | (1) | (1) | Common Stock, $0.01 par value per share | 14,890,845 | $0.00 | 0 | I | Held by Schrodinger Equity Holdings, LLC(2) | |||
| Series A Preferred Stock, $0.01 par value per share | (1) | 02/10/2020 | C | 8,470,745 | (1) | (1) | Common Stock, $0.01 par value per share | 1,133,158 | $0.00 | 0 | I | Held by D. E. Shaw & Co., L.P.(3) | |||
| Series A Preferred Stock, $0.01 par value per share | (1) | 02/10/2020 | C | 3,497,635 | (1) | (1) | Common Stock, $0.01 par value per share | 467,889 | $0.00 | 0 | I | Held by D. E. Shaw Valence Portfolios, L.L.C.(4) | |||
| Series A Preferred Stock, $0.01 par value per share | (1) | 02/10/2020 | C | 31,878 | (1) | (1) | Common Stock, $0.01 par value per share | 4,264 | $0.00 | 0 | I | Held by D. E. Shaw Technology Development, LLC.(5) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On February 10, 2020, all shares of Schrodinger, Inc. ("Issuer") Series A Preferred Stock, par value $0.01 per share, converted into shares of Issuer Common Stock, par value $0.01 per share, upon the closing of the Issuer's initial public offering of Common Stock without payment of consideration. The conversion rate was one share of Issuer Common Stock per each 7.47534 shares of Series A Preferred Stock. The Series A Preferred Stock was convertible into shares of Issuer Common Stock at any time and automatically upon the closing of the Issuer's initial public offering and had no expiration date. |
| 2. Schrodinger Equity Holdings, LLC, which holds these securities, is owned in its entirety through a trust of which David E. Shaw is the trustee and beneficiary. |
| 3. David E. Shaw is President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of D. E. Shaw & Co., L.P. David E. Shaw disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any. |
| 4. D. E. Shaw & Co., L.P. is the investment adviser of D. E. Shaw Valence Portfolios, L.L.C. Additionally, David E. Shaw is President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of D. E. Shaw & Co., L.L.C., which is the manager of D. E. Shaw Valence Portfolios, L.L.C. David E. Shaw disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any. |
| 5. David E. Shaw is President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the sole member of D. E. Shaw Technology Development, LLC. |
| Remarks: |
| David E. Shaw, By: /s/ Charles Ardai, Attorney-in-Fact | 02/10/2020 | |
| Schrodinger Equity Holdings, LLC, By: /s/ Charles Ardai, Authorized Signatory | 02/10/2020 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||