Schrödinger Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

BILL & MELINDA GATES FOUNDATION TRUST

(Last)

(First)

(Middle)

2365 CARILLON POINT

(Street)

KIRKLAND

98033

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/05/2020

3. Issuer Name and Ticker or Trading Symbol
Schrodinger, Inc. [ SDGR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B preferred stock	⁽¹⁾	⁽¹⁾	Common Stock	3,942,041	⁽¹⁾	D
Series C preferred stock	⁽²⁾	⁽²⁾	Common Stock	6,319,743	⁽²⁾	D
Series D preferred stock	⁽³⁾	⁽³⁾	Common Stock	4,808,612	⁽³⁾	D
Series E preferred stock	⁽⁴⁾	⁽⁴⁾	Common Stock	4,487,226	⁽⁴⁾	D

Explanation of Responses:

1. All shares of Series B preferred stock, $0.01 par value per share, have no expiration date and will automatically convert into the Issuer's common stock on a 7.47534-for-1 basis upon the closing of the Issuer's initial public offering ("IPO"), unless voluntarily exchanged at the discretion of Bill & Melinda Gates Foundation Trust (the "Trust") into the Issuer's limited common stock on a 7.47534-for-1 basis. The Trust expects to exchange all of its Series B preferred stock into the Issuer's limited common stock upon the closing of the Issuer's IPO.

2. All shares of Series C preferred stock, $0.01 par value per share, have no expiration date and will automatically convert into the Issuer's common stock on a 7.47534-for-1 basis upon the closing of the Issuer's IPO, unless voluntarily exchanged at the discretion of the Trust into the Issuer's limited common stock on a 7.47534-for-1 basis. The Trust expects to exchange all of its Series C preferred stock into the Issuer's limited common stock upon the closing of the Issuer's IPO.

3. All shares of Series D preferred stock, $0.01 par value per share, have no expiration date and will automatically convert into the Issuer's common stock on a 7.47534-for-1 basis upon the closing of the Issuer's IPO, unless voluntarily exchanged at the discretion of the Trust into the Issuer's limited common stock on a 7.47534-for-1 basis. The Trust expects its Series D preferred stock to be exchanged into 2,902,409 shares of the Issuer's limited common stock and 1,906,203 shares of the Issuer's common stock upon the closing of the Issuer's IPO.

4. All shares of Series E preferred stock, $0.01 par value per share, have no expiration date and will automatically convert into the Issuer's common stock on a 7.47534-for-1 basis upon the closing of the Issuer's IPO.

Remarks:

Duly authorized under Special Limited Power of Attorney appointing Alan Heuberger attorney-in-fact, dated August 12, 2008, by and on behalf of William H. Gates III and Melinda French Gates as Co-Trustees, filed as Exhibit 99.5 to Cascade Investment L.L.C.'s Schedule 13D with respect to Grupo Televisa, S.A.B. on May 7, 2009, SEC File No. 005-60431, and incorporated by reference herein.

	Bill & Melinda Gates Foundation Trust By: /s/ Alan Heuberger, Attorney-in-fact for each of the Co-Trustees, William H. Gates III and Melinda French Gates (See Remarks)	02/05/2020
	** 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 5 (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.

Schrödinger (SDGR) Form 3Initial statement of insider ownership