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)
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2. Issuer Name and Ticker or Trading Symbol
EQRx, Inc. [ EQRX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/09/2023 | ||||||||||||||||||||||||||
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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 | 11/09/2023 | U(1) | 12,264 | D | (2) | 0 | I | By AD Holdings, LLC(3) | ||
| Common Stock | 11/09/2023 | U(1) | 17,438,465 | D | (2) | 0 | I | By AH Bio Fund II, L.P.(4)(5) | ||
| Common Stock | 11/09/2023 | U(1) | 19,192,015 | D | (2) | 0 | I | By AH Bio Fund III, L.P.(6)(7) | ||
| Common Stock | 11/09/2023 | U(1) | 11,433,677 | D | (2) | 0 | I | By Andreessen Horowitz LSV Fund I, L.P.(8)(9) | ||
| Common Stock | 11/09/2023 | U(1) | 5,000,000 | D | (2) | 0 | I | By Andreessen Horowitz LSV Fund II, L.P.(10)(11) | ||
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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 | ||||||||
| Earn-out Shares | (12)(13) | 11/09/2023 | U(1) | 2,401,418 | (2)(14) | 12/17/2024 | Common Stock | 2,401,418 | (2)(12)(13)(14) | 0 | I | By AH Bio Fund II, L.P.(4)(5) | |||
| Earn-out Shares | (12)(13) | 11/09/2023 | U(1) | 2,642,897 | (2)(14) | 12/17/2024 | Common Stock | 2,642,897 | (2)(12)(13)(14) | 0 | I | By AH Bio Fund III, L.P.(6)(7) | |||
| Earn-out Shares | (12)(13) | 11/09/2023 | U(1) | 1,574,510 | (2)(14) | 12/17/2024 | Common Stock | 1,574,510 | (2)(12)(13)(14) | 0 | I | By Andreessen Horowitz LSV Fund I, L.P.(8)(9) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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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. This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger dated July 31, 2023 (the "Merger Agreement"), by and among the Issuer, Revolution Medicines, Inc. ("Revolution Medicines"), Equinox Merger Sub, Inc., a direct, wholly owned subsidiary of Revolution Medicines ("Merger Sub I"), and Equinox Merger Sub II LLC, a direct, wholly owned subsidiary of Revolution Medicines ("Merger Sub II"), pursuant to which Merger Sub I merged with and into the Issuer effective as of November 9, 2023 (the "Effective Time"), with the Issuer surviving such merger as a direct, wholly owned subsidiary of Revolution Medicines (the "First Merger"), and promptly after the First Merger, the Issuer merged with and into Merger Sub II, with Merger Sub II surviving such merger as a direct, wholly owned subsidiary of Revolution Medicines. |
| 2. At the Effective Time, each share of Issuer common stock that was issued and outstanding immediately prior to the Effective Time was converted into the right to receive a number of validly issued, fully paid and non-assessable shares of Revolution Medicines common stock equal to 0.1112 (the "Exchange Ratio") and cash in lieu of any fractional shares of Revolution Medicines common stock any former holder of Issuer common stock would otherwise be entitled to receive, without interest and subject to any required tax withholding, upon the terms and subject to the conditions of the Merger Agreement. |
| 3. The reported securities are held by AD Holdings, LLC, of which Marc Andreessen is a manager. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by AD Holdings, LLC (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of such person's pecuniary interest therein, if any. |
| 4. The reported securities are held by AH Bio Fund II, L.P., for itself and as nominee for AH Bio Fund II-B, L.P. (collectively, the "AH Bio Fund II Entities"). AH Equity Partners Bio II, L.L.C. ("AH EP Bio II") is the general partner of the AH Bio Fund II Entities and may be deemed to have sole voting and dispositive power with regard to the securities held by the AH Bio Fund II Entities. The managing members of AH EP Bio II are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz may be deemed to have shared voting and dispositive power with respect to the securities held by the AH Bio Fund II Entities. |
| 5. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Bio Fund II Entities (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of such person's pecuniary interest therein, if any. |
| 6. The reported securities are held by AH Bio Fund III, L.P., for itself and as nominee for AH Bio Fund III-B, L.P. and AH Bio Fund III-Q, L.P. (collectively, the "AH Bio Fund III Entities"). AH Equity Partners Bio III, L.L.C. ("AH EP Bio III") is the general partner of the AH Bio Fund III Entities and may be deemed to have sole voting and dispositive power with regard to the securities held by the AH Bio Fund III Entities. The managing members of AH EP Bio III are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz may be deemed to have shared voting and dispositive power with respect to the securities held by the AH Bio Fund III Entities. |
| 7. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Bio Fund III Entities (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of such person's pecuniary interest therein, if any. |
| 8. The reported securities are held by Andreessen Horowitz LSV Fund I, L.P., for itself and as nominee for Andreessen Horowitz LSV Fund I-B, L.P. and Andreessen Horowitz LSV Fund I-Q, L.P. (collectively, the "AH LSV Fund I Entities"). AH Equity Partners LSV I, L.L.C. ("AH EP LSV I") is the general partner of the AH LSV Fund I Entities and may be deemed to have sole voting and dispositive power with regard to the securities held by the AH LSV Fund I Entities. The managing members of AH EP LSV I are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz may be deemed to have shared voting and dispositive power with respect to the securities held by the AH LSV Fund I Entities. |
| 9. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH LSV Fund I Entities (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of such person's pecuniary interest therein, if any. |
| 10. The reported securities are held by Andreessen Horowitz LSV Fund II, L.P., for itself and as nominee for Andreessen Horowitz LSV Fund II-B, L.P. and Andreessen Horowitz LSV Fund II-Q, L.P. (collectively, the "AH LSV Fund II Entities"). AH Equity Partners LSV II, L.L.C. ("AH EP LSV II") is the general partner of the AH LSV Fund II Entities and may be deemed to have sole voting and dispositive power with regard to the securities held by the AH LSV Fund II Entities. The managing members of AH EP LSV II are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz may be deemed to have shared voting and dispositive power with respect to the securities held by the AH LSV Fund II Entities. |
| 11. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH LSV Fund II Entities (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of such person's pecuniary interest therein, if any. |
| 12. Pursuant to the terms of the Agreement and Plan of Merger dated August 5, 2021 (the "DeSPAC Merger Agreement"), by and among the Issuer (f/k/a CM Life Sciences III Inc.), Clover III Merger Sub Inc. and EQRx International, Inc. (f/k/a EQRx, Inc.), AH Bio Fund II, L.P., AH Bio Fund III, L.P. and Andreessen Horowitz LSV Fund I, L.P. (together, the "AH Funds") were allocated the right to acquire an aggregate of 6,618,825 shares of Issuer common stock (the "Earn-out Shares"), (i) 4,633,177 of which will be released from escrow if the value weighted average price ("VWAP") for at least 20 of any 30 consecutive trading days following December 17, 2022 is at least $12.50; and (ii) 1,985,648 of which will be released from such escrow if the VWAP for at least 20 of any 30 consecutive trading days following December 17, 2022 is at least $16.50. |
| 13. Any Earn-out Shares not eligible to be released from escrow on or prior to the Effective Time, together with any other right, title or interest in or to such Earn-out Shares, are waived by the AH Funds and terminated. |
| 14. Each share of Issuer common stock that was issued and outstanding immediately prior to the Effective Time and held in escrow subject to the earn-out on the terms and subject to the conditions of the DeSPAC Merger Agreement was converted in the same manner as all other shares of Issuer common stock under the Merger Agreement. |
| Remarks: |
| Form 2 of 2: This Form 4 is the second of two Forms 4 being filed relating to the same event. The Form 4 has been split into two filings because there are more than 10 Reporting Persons total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 Reporting Persons. Exhibit 24.1 Power of Attorney for Marc L. Andreessen. Exhibit 24.2 Power of Attorney for Benjamin Horowitz. |
| AH Equity Partners LSV I, L.L.C., By: /s/ Phil Hathaway, Phil Hathaway, Chief Operating Officer | 11/09/2023 | |
| Andreessen Horowitz LSV Fund I, L.P., By: AH Equity Partners LSV I, L.L.C., Its: General Partner, By: /s/ Phil Hathaway, Phil Hathaway, Chief Operating Officer | 11/09/2023 | |
| Andreessen Horowitz LSV Fund I-B, L.P., By: AH Equity Partners LSV I, L.L.C., Its: General Partner, By: /s/ Phil Hathaway, Phil Hathaway, Chief Operating Officer | 11/09/2023 | |
| Andreessen Horowitz LSV Fund I-Q, L.P., By: AH Equity Partners LSV I, L.L.C., Its: General Partner, By: /s/ Phil Hathaway, Phil Hathaway, Chief Operating Officer | 11/09/2023 | |
| AH Equity Partners LSV II, L.L.C., By: /s/ Phil Hathaway, Phil Hathaway, Chief Operating Officer | 11/09/2023 | |
| Andreessen Horowitz LSV Fund II, L.P., By: AH Equity Partners LSV II, L.L.C., Its: General Partner, By: /s/ Phil Hathaway, Phil Hathaway, Chief Operating Officer | 11/09/2023 | |
| Andreessen Horowitz LSV Fund II-B, L.P., By: AH Equity Partners LSV II, L.L.C., Its: General Partner, By: /s/ Phil Hathaway, Phil Hathaway, Chief Operating Officer | 11/09/2023 | |
| Andreessen Horowitz LSV Fund II-Q, L.P., By: AH Equity Partners LSV II, L.L.C., Its: General Partner, By: /s/ Phil Hathaway, Phil Hathaway, Chief Operating Officer | 11/09/2023 | |
| MARC L. ANDREESSEN, By: /s/ Phil Hathaway, Attorney-in-Fact for Marc L. Andreessen | 11/09/2023 | |
| BENJAMIN HOROWITZ, By: /s/ Phil Hathaway, Attorney-in-Fact for Benjamin Horowitz | 11/09/2023 | |
| ** 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. | ||