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) 10/07/2020 | ||||||||||||||||||||||||||
| 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 | 10/07/2020 | S(1) | 52,232 | D | $53.2941(2) | 32,807 | I | Held by D.E. Shaw & Co., L.P.(3) | ||
| Common Stock, par value $0.01 per share | 10/07/2020 | S(1) | 11,537 | D | $54.2244(4) | 21,270 | I | Held by D.E. Shaw & Co., L.P.(3) | ||
| Common Stock, par value $0.01 per share | 10/07/2020 | S(1) | 21,250 | D | $54.9643(5) | 20 | I | Held by D.E. Shaw & Co., L.P.(3) | ||
| Common Stock, par value $0.01 per share | 10/07/2020 | S(1) | 20 | D | $56 | 0 | I | Held by D.E. Shaw & Co., L.P.(3) | ||
| Common Stock, par value $0.01 per share | 10/07/2020 | S(1) | 131,022 | D | $53.879(6) | 14,759,823 | I | Held by Schrodinger Equity Holdings, LLC(7) | ||
| Common Stock, par value $0.01 per share | 10/08/2020 | S(1) | 82,342 | D | $53.6468(8) | 14,677,481 | I | Held by Schrodinger Equity Holdings, LLC(7) | ||
| Common Stock, par value $0.01 per share | 10/08/2020 | S(1) | 88,919 | D | $54.617(9) | 14,588,562 | I | Held by Schrodinger Equity Holdings, LLC(7) | ||
| Common Stock, par value $0.01 per share | 10/08/2020 | S(1) | 59,837 | D | $55.2784(10) | 14,528,725 | I | Held by Schrodinger Equity Holdings, LLC(7) | ||
| Common Stock, par value $0.01 per share | 10/09/2020 | S(1) | 100,000 | D | $54.8628(11) | 14,428,725 | I | Held by Schrodinger Equity Holdings, LLC(7) | ||
| Common Stock, par value $0.01 per share | 10/09/2020 | S(1) | 210,000 | D | $55.9878(12) | 14,218,725 | I | Held by Schrodinger Equity Holdings, LLC(7) | ||
| Common Stock, par value $0.01 per share | 10/09/2020 | S(1) | 162,634 | D | $56.6855(13) | 14,056,091 | I | Held by Schrodinger Equity Holdings, LLC(7) | ||
| Common Stock, par value $0.01 per share | 4,264 | I | Held by D. E. Shaw Technology Development, LLC(14) | |||||||
| 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 | ||||||||
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. 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 $52.88 to $53.865, 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 $53.89 to $54.50, 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 $54.90 to $55.72, 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. |
| 6. This is a weighted average sale price for the transactions reported on this line. Sales ranged in price from $53.57 to $54.07, 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. 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. |
| 8. This is a weighted average sale price for the transactions reported on this line. Sales ranged in price from $53.045 to $54.04, 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 $54.05 to $54.85, 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 $55.10 to $55.55, 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. This is a weighted average sale price for the transactions reported on this line. Sales ranged in price from $54.45 to $55.20, 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. |
| 12. This is a weighted average sale price for the transactions reported on this line. Sales ranged in price from $55.45 to $56.40, 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. |
| 13. This is a weighted average sale price for the transactions reported on this line. Sales ranged in price from $56.55 to $57.10, 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. |
| 14. 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, as Attorney-in-Fact for David E. Shaw | 10/09/2020 | |
| Schrodinger Equity Holdings, LLC, By: /s/ Charles Ardai, Authorized Signatory | 10/09/2020 | |
| ** 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. | ||