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 | 02/10/2020 | C | 6,393,429 | A | (1)(4) | 6,393,429 | D | |||
| Common stock | 02/10/2020 | P | 588,235 | A | $17(2) | 6,981,664 | D | |||
| 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 B preferred stock | (3) | 02/10/2020 | C | 29,468,101 | (3) | (3) | Common stock | 3,942,041 | (3) | 0 | D | ||||
| Series C preferred stock | (3) | 02/10/2020 | C | 47,242,235 | (3) | (3) | Common stock | 6,319,743 | (3) | 0 | D | ||||
| Series D preferred stock | (4) | 02/10/2020 | C | 35,946,010 | (4) | (4) | Common stock | 4,808,612 | (4) | 0 | D | ||||
| Series E preferred stock | (1) | 02/10/2020 | C | 33,543,539 | (1) | (1) | Common stock | 4,487,226 | (1) | 0 | D | ||||
| Limited common stock | (5) | 02/10/2020 | C | 13,164,193 | (5) | (5) | Common stock | 13,164,193 | (5) | 13,164,193 | D | ||||
| Explanation of Responses: |
| 1. Upon closing of the Issuer's initial public offering ("IPO"), all of the Series E preferred stock held by Bill & Melinda Gates Foundation Trust (the "Trust") converted automatically into the Issuer's common stock on a 7.47534-for-1 basis without payment of further consideration. There was no expiration date for the Series E preferred stock. |
| 2. Represents shares acquired pursuant to an Issuer directed allocation in connection with the Issuer's IPO of common stock. |
| 3. Upon closing of the Issuer's IPO, the Trust voluntarily exchanged all of its Series B preferred stock and Series C preferred stock into the Issuer's limited common stock on a 7.47534-for-1 basis without payment of further consideration. There was no expiration date for the Series B preferred stock or Series C preferred stock. |
| 4. Upon closing of the Issuer's IPO, (i) 14,249,523 shares of Series D preferred stock converted automatically into the Issuer's common stock on a 7.47534-for-1 basis without payment of further consideration and (ii) 21,696,487 shares of Seried D preferred stock were voluntarily exchanged at the discretion of the Trust into the Issuer's limited common stock on a 7.47534-for-1 basis without further consideration. There was no expiration date for the Series D preferred stock. |
| 5. All shares of the Issuer's limited common stock have no expiration date and may be exchanged at the Trust's election into the Issuer's common stock on a 1-for-1 basis without payment of further consideration. |
| 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 | 02/12/2020 | |
| ** 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. | ||