Recursion Pharmaceuticals (RXRX) Form 4 RECURSION PHARMACEUTICALS / Christopher Gibson 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^*

Gibson Christopher

(Last) (First) (Middle)

C/O RECURSION PHARMACEUTICALS

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/07/2024

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	02/07/2024		C(1)(2)		10,000	A	$0.00	801,725	D
Class A Common Stock	02/07/2024		G(1)		10,000	D	$0.00	791,725	D
Class A Common Stock	02/07/2024		M(1)		31,250	A	$2.48	822,975	D
Class A Common Stock	02/07/2024		S(1)		48,272	D	$9.2182(3)	774,703	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		813,600	D
Stock Option (Right to Buy)	$11.4							02/04/2022	02/04/2032	Class A Common Stock	0		5,436	D
Stock Option (Right to Buy)	$11.4							(5)	02/04/2032	Class A Common Stock	0		407,676	D
Stock Option (Right to Buy)	$2.48	02/07/2024		M(1)			31,250	(6)	12/30/2030	Class A Common Stock	31,250	$0.00	343,750	D
Class B Common Stock	$0.00	02/07/2024		C(1)(7)			10,000	(8)	(8)	Class A Common Stock	10,000	$0.00	6,471,496	D
Class B Common Stock	$0.00							(8)	(8)	Class A Common Stock	0		515,000	I	by LAHWRAN-3 LLC(9)
Class B Common Stock	$0.00							(8)	(8)	Class A Common Stock	0		408,000	I	by LAHWRAN-4 LLC(10)
Class B Common Stock	$0.00							(8)	(8)	Class A Common Stock	0		118,875	I	by Gibson Family Trust(11)

Explanation of Responses:

1. This transaction is pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 22, 2022.

2. Represents the automatic conversion of Class B Common Stock into Class A Common Stock in connection with a bona-fide gift of shares by the Reporting Person

3. This transaction was executed in multiple trades at prices ranging from $9.07 to $9.39. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

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 will vest each month thereafter.

5. 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 will vest each month thereafter.

6. The option, originally for 1,500,000 shares, vested as to one forty-eighth (1/48th) of the shares subject to the option on January 31, 2021, and one forty-eighth (1/48th) of the shares subject to the option shall vest each month thereafter.

7. Represents the conversion of Class B Common Stock into Class A Common Stock.

8. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.

9. The shares are held by LAHWRAN-3 LLC, of which the Reporting Person is a member and a manager.

10. The shares are held by LAHWRAN-4 LLC, of which the Reporting Person is a member and a manager.

11. The shares are held by the Gibson Family Trust, of which the Reporting Person serves as Trustee.

Remarks:

	/s/ Jonathan Golightly, attorney-in-fact	02/09/2024
	** 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).
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