Recursion Pharmaceuticals (RXRX) Form 4 RECURSION PHARMACEUTICALS / Tina Marriott Larson 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^*

Larson Tina Marriott

(Last) (First) (Middle)

41 S. RIO GRANDE STREET

(Street)

SALT LAKE CITY UT 84101

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RECURSION PHARMACEUTICALS, INC. [ RXRX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2023

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	11/15/2023		F(1)		5,378	D	$7.18	413,404	D
Class A Common Stock	11/16/2023		M(2)		3,000	A	$1.06	416,404	D
Class A Common Stock	11/16/2023		S(2)		3,000	D	$6.7599(3)	413,404	D

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
Stock Option (Right to Buy)	$8.55							(4)	02/01/2033	Class A Common Stock	0		434,122	D
Stock Option (Right to Buy)	$1.06	11/16/2023		M(2)			3,000	(5)	07/22/2028	Class A Common Stock	3,000	$0.00	520,000	D
Stock Option (Right to Buy)	$11.4							(6)	02/04/2032	Class A Common Stock	0		159,226	D
Stock Option (Right to Buy)	$11.4							02/04/2022	02/04/2032	Class A Common Stock	0		4,784	D
Stock Option (Right to Buy)	$2.48							(7)	12/30/2030	Class A Common Stock	0		150,000	D

Explanation of Responses:

1. Represents shares that have been withheld by the Issuer to satisfy its tax withholding and remittance obligations in connection with the net settlement of restricted stock units.

2. Transaction is pursuant to a 10b5-1 trading plan established by the Reporting Person dated March 1, 2023.

3. The sales price reported herein is a weighted average price. These shares were sold in multiple lots at prices ranging from $6.61 to $7.18 per share. Full sale price information for each lot is available to the Issuer's stockholders and the staff of the U.S. Securities and Exchange Commission upon their written request.

4. The option vests as to one forty-eighth (1/48th) of the shares subject to the option on March 1, 2023, and one forty-eighth (1/48th) of the shares subject to the option shall vest each month thereafter.

5. Twenty-Five percent (25%) of the shares subject to the award (the stock option grant was for a total of 765,000 shares prior to exercise) shall vest one year after July 16, 2018, or the Annual Vesting Commencement Date, and one-forty-eighth (1/48th) of the shares subject to the award shall vest each month thereafter on the same day of the month as the Annual Vesting Commencement Date.

6. The option vests as to one forty-eighth (1/48th) of the shares subject to the option on March 1, 2022, and one forty-eighth (1/48th) of the shares subject to the option shall vest each month thereafter.

7. One forty-eighth (1/48th) of the shares subject to the award shall vest one month after December 31, 2020, or the Monthly Vesting Commencement Date, and one forty-eighth (1/48th) of the shares subject to the award shall vest each month thereafter on the same day of the month as the Monthly Vesting Commencement Date.

Remarks:

	/s/ Jonathan Golightly, attorney-in-fact	11/17/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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