Schrödinger (SDGR) 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 NY 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)
11/23/2020

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

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

	Form filed by One Reporting Person
X	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	11/23/2020		S(1)		6,746	D	$64.3536(2)	11,301,904	I	Held by Schrodinger Equity Holdings, LLC(3)
Common Stock, par value $0.01 per share	11/23/2020		S(1)		36,805	D	$65.2763(4)	10,946,853	I	Held by Schrodinger Equity Holdings, LLC(3)
Common Stock, par value $0.01 per share	11/23/2020		S(1)		100,906	D	$66.4234(5)	10,845,947	I	Held by Schrodinger Equity Holdings, LLC(3)
Common Stock, par value $0.01 per share	11/23/2020		S(1)		125,941	D	$67.4013(6)	10,720,006	I	Held by Schrodinger Equity Holdings, LLC(3)
Common Stock, par value $0.01 per share	11/23/2020		S(1)		216,261	D	$68.27(7)	10,503,745	I	Held by Schrodinger Equity Holdings, LLC(3)
Common Stock, par value $0.01 per share	11/23/2020		S(1)		80,358	D	$69.1513(8)	10,423,387	I	Held by Schrodinger Equity Holdings, LLC(3)
Common Stock, par value $0.01 per share	11/24/2020		S(1)		73,616	D	$66.2886(9)	10,349,771	I	Held by Schrodinger Equity Holdings, LLC(3)
Common Stock, par value $0.01 per share	11/24/2020		S(1)		28,039	D	$67.3202(10)	10,321,732	I	Held by Schrodinger Equity Holdings, LLC(3)
Common Stock, par value $0.01 per share	11/24/2020		S(1)		63,071	D	$68.4354(11)	10,258,661	I	Held by Schrodinger Equity Holdings, LLC(3)
Common Stock, par value $0.01 per share	11/24/2020		S(1)		7,614	D	$69.0761(12)	10,251,047	I	Held by Schrodinger Equity Holdings, LLC(3)
Common Stock, par value $0.01 per share	11/25/2020		S(1)		59,760	D	$63.7352(13)	10,191,287	I	Held by Schrodinger Equity Holdings, LLC(3)
Common Stock, par value $0.01 per share	11/25/2020		S(1)		15,480	D	$64.6602(14)	10,175,807	I	Held by Schrodinger Equity Holdings, LLC(3)
Common Stock, par value $0.01 per share	11/25/2020		S(1)		24,058	D	$65.5872(15)	10,151,749	I	Held by Schrodinger Equity Holdings, LLC(3)
Common Stock, par value $0.01 per share	11/25/2020		S(1)		1,066	D	$66.6331(16)	10,150,683	I	Held by Schrodinger Equity Holdings, LLC(3)
Common Stock, par value $0.01 per share								4,264	I	Held by D. E. Shaw Technology Development, LLC(17)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

SHAW DAVID E

(Last) (First) (Middle)

120 WEST 45TH STREET, 39TH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Schrodinger Equity Holdings, LLC

(Last) (First) (Middle)

120 WEST 45TH STREET, 39TH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

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 $63.79 to $64.71, 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. 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.

4. This is a weighted average sale price for the transactions reported on this line. Sales ranged in price from $64.79 to $65.685, 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 $65.85 to $66.845, 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 $66.85 to $67.84, 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 $67.85 to $68.65, 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 $68.95 to $69.45, 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 $65.82 to $66.815, 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 $66.82 to $67.815, 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 $67.82 to $68.80, 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 $68.88 to $69.10, 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.

13. This is a weighted average sale price for the transactions reported on this line. Sales ranged in price from $63.30 to $64.29, 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. This is a weighted average sale price for the transactions reported on this line. Sales ranged in price from $64.30 to $65.295, 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.

15. This is a weighted average sale price for the transactions reported on this line. Sales ranged in price from $65.30 to $66.25, 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.

16. This is a weighted average sale price for the transactions reported on this line. Sales ranged in price from $66.605 to $66.665, 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.

17. 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/ Zachary Bendiner, as Attorney-in-Fact for David E. Shaw	11/25/2020
	Schrodinger Equity Holdings, LLC, By: /s/ Zachary Bendiner, Authorized Signatory	11/25/2020
	** Signature of Reporting Person	Date
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