Richard Friesner Form 4 Schrodinger / Richard Friesner 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^*

Friesner Richard

(Last) (First) (Middle)

C/O SCHRODINGER, INC.,

120 WEST 45TH STREET, 17TH 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/08/2021

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
Common Stock	03/08/2021		S(1)		3,942	D	$64.5517(2)	536,508	D
Common Stock	03/08/2021		S(1)		2,210	D	$65.5284(3)	534,298	D
Common Stock	03/08/2021		S(1)		3,784	D	$66.4518(4)	530,514	D
Common Stock	03/08/2021		S(1)		1,164	D	$67.5962(5)	529,350	D
Common Stock	03/08/2021		S(1)		700	D	$68.4857(6)	528,650	D
Common Stock	03/08/2021		S(1)		200	D	$69.615(7)	528,450	D
Common Stock	03/09/2021		S(1)		12,000	D	$70.0658(8)	516,450	D
Common Stock	03/08/2021		S(1)		5,178	D	$64.4112(9)	749,747	I	By grantor retained annuity trust(10)
Common Stock	03/08/2021		S(1)		5,133	D	$65.3995(11)	744,614	I	By grantor retained annuity trust(10)
Common Stock	03/08/2021		S(1)		6,208	D	$66.435(12)	738,406	I	By grantor retained annuity trust(10)
Common Stock	03/08/2021		S(1)		1,810	D	$67.5531(13)	736,596	I	By grantor retained annuity trust
Common Stock	03/08/2021		S(1)		1,200	D	$68.382(14)	735,396	I	By grantor retained annuity trust(10)
Common Stock	03/08/2021		S(1)		471	D	$69.4397(15)	734,925	I	By grantor retained annuity trust
Common Stock	03/09/2021		S(1)		15,184	D	$70.0776(16)	719,741	I	By grantor retained annuity trust(10)
Common Stock	03/10/2021		S(1)		4,816	D	$72.3729(17)	714,925	I	By grantor retained annuity trust(10)
Common Stock								28,328	I	By spouse(18)

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

Explanation of Responses:

1. These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 24, 2020

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.08 to $65.07, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) through (9) and footnotes (11) through (17) of this Form 4.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.08 to $66.05, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.10 to $66.97, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.10 to $68.00, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.19 to $69.05, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.44 to $69.79, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.00 to $70.57, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.01 to $64.74, inclusive.

10. These shares are owned directly by the RF 2018 GRAT (the "Trust"), a grantor retained annuity trust, and indirectly by Mr. Friesner as trustee and sole annuitant of the Trust.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.01 to $66.00, inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.02 to $66.92, inclusive.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.06 to $68.01, inclusive.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.06 to $68.95, inclusive.

15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.17 to $69.79, inclusive.

16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.00 to $70.73, inclusive.

17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.97 to $72.91, inclusive.

18. Prior reports filed by the reporting person understated the number of shares beneficially owned by the reporting person by failing to report the shares held by the reporting person's spouse.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Donald Shum, as attorney-in-fact for Richard Friesner	03/10/2021
	** 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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