Schrödinger Form 4 Schrodinger / DAVID E SHAW ownership change

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^*

SHAW DAVID E

(Last)

(First)

(Middle)

120 WEST 45TH STREET, 39TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2020

4. 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 Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	09/22/2020		S⁽¹⁾		118,053	D	$51.2329⁽²⁾	909,105	I	Held by D. E. Shaw & Co., L.P.⁽³⁾
Common Stock, par value $0.01 per share	09/22/2020		S⁽¹⁾		25,647	D	$52.0292⁽⁴⁾	883,458	I	Held by D. E. Shaw & Co., L.P.⁽³⁾
Common Stock, par value $0.01 per share	09/22/2020		S⁽¹⁾		1,825	D	$52.97	881,633	I	Held by D. E. Shaw & Co., L.P.⁽³⁾
Common Stock, par value $0.01 per share	09/23/2020		S⁽¹⁾		52,114	D	$49.7229⁽⁵⁾	829,519	I	Held by D. E. Shaw & Co., L.P.⁽³⁾
Common Stock, par value $0.01 per share	09/23/2020		S⁽¹⁾		64,285	D	$50.7311⁽⁶⁾	765,234	I	Held by D. E. Shaw & Co., L.P.⁽³⁾
Common Stock, par value $0.01 per share	09/23/2020		S⁽¹⁾		41,989	D	$51.2598⁽⁷⁾	723,245	I	Held by D. E. Shaw & Co., L.P.⁽³⁾
Common Stock, par value $0.01 per share	09/24/2020		S⁽¹⁾		53,895	D	$46.9128⁽⁸⁾	669,350	I	Held by D. E. Shaw & Co., L.P.⁽³⁾
Common Stock, par value $0.01 per share	09/24/2020		S⁽¹⁾		72,681	D	$47.7664⁽⁹⁾	596,669	I	Held by D. E. Shaw & Co., L.P.⁽³⁾
Common Stock, par value $0.01 per share	09/24/2020		S⁽¹⁾		23,424	D	$48.5628⁽¹⁰⁾	573,245	I	Held by D. E. Shaw & Co., L.P.⁽³⁾
Common Stock, par value $0.01 per share								14,890,845	I	Held by Schrodinger Equity Holdings, LLC⁽¹¹⁾
Common Stock, par value $0.01 per share								4,264	I	Held by D. E. Shaw Technology Development, LLC⁽¹²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The transactions reported in this line of this Form 4 were effected pursuant to a Rule 10b5-1 sales plan dated August 13, 2020.

2. This is a weighted average sale price for the transactions reported on this line. Sales ranged in price from $50.73 to $51.72, inclusive. The Reporting Person undertakes to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

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. This is a weighted average sale price for the transactions reported on this line. Sales ranged in price from $51.73 to $52.51, inclusive. The Reporting Person undertakes to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

5. This is a weighted average sale price for the transactions reported on this line. Sales ranged in price from $49.15 to $50.14, inclusive. The Reporting Person undertakes to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

6. This is a weighted average sale price for the transactions reported on this line. Sales ranged in price from $50.15 to $51.145, inclusive. The Reporting Person undertakes to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

7. This is a weighted average sale price for the transactions reported on this line. Sales ranged in price from $51.15 to $51.65, inclusive. The Reporting Person undertakes to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

8. This is a weighted average sale price for the transactions reported on this line. Sales ranged in price from $46.26 to $47.25, inclusive. The Reporting Person undertakes to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

9. This is a weighted average sale price for the transactions reported on this line. Sales ranged in price from $47.26 to $48.25, inclusive. The Reporting Person undertakes to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

10. This is a weighted average sale price for the transactions reported on this line. Sales ranged in price from $48.26 to $49.18, inclusive. The Reporting Person undertakes to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

11. 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.

12. 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:

Exhibit Index: 24.1 Power of Attorney

	David E. Shaw, By: /s/ Nathan Thomas, as Attorney-in-Fact for David E. Shaw	09/24/2020
	** 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.

Schrödinger (SDGR) Form 4Schrodinger / DAVID E SHAW ownership change