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)
| 2. Issuer Name and Ticker or Trading Symbol IonQ, Inc. [ IONQ ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 04/11/2022 | ||||||||||||||||||||||||||
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 | 04/11/2022 | J(1) | 2,642,573 | D | $0.00 | 14,707,933 | I | By GV 2016, L.P.(2) | ||
Common Stock | 04/11/2022 | S(3) | 539,257 | D | $11.155(4) | 4,992 | I | By Alphabet Holdings LLC(5) | ||
Common Stock | 04/11/2022 | S(3) | 4,992 | D | $11.8282(6) | 0 | I | By Alphabet Holdings LLC(5) |
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 |
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. The reported transaction represents a pro rata in-kind distribution by GV 2016, L.P. (the "Partnership"), including an aggregate 544,249 shares distributed to the Partnership's affiliate, Alphabet Holdings LLC ("Alphabet Holdings"). |
2. The securities reported in this row are directly held by the Partnership. The general partner of the Partnership is GV 2016 GP, L.P. (the "GP"). The general partner of the GP is GV 2016 GP, L.L.C. ("GV 2016 LLC"). The sole managing member of GV 2016 LLC is Alphabet Holdings. The sole managing member of Alphabet Holdings is XXVI Holdings Inc. ("XXVI"). The sole controlling stockholder of XXVI is Alphabet Inc. Each of the GP, GV 2016 LLC, Alphabet Holdings, XXVI, and Alphabet Inc. may be deemed to have voting and investment discretion over the securities directly beneficially owned by the Partnership. Each of the aforementioned parties disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. |
3. Represents the sale of securities received by Alphabet Holdings through an in-kind distribution, which sale is exempt, without limitation, pursuant to Rule 16a-9(a). |
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.775 to $11.77, inclusive. The reporting persons undertake to provide to IonQ, Inc., any security holder of IonQ, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges reported in Rows 2 and 3 of this Form 4. |
5. The securities reported in this row were directly held by Alphabet Holdings at the time of sale. As noted in footnote 2 above, XXVI is the sole member of Alphabet Holdings and Alphabet Inc. is the sole controlling stockholder of XXVI. Each of XXVI and Alphabet may be deemed to have voting and investment discretion over securities directly beneficially owned by Alphabet Holdings. Each of the aforementioned entities disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. |
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.78 to $11.85, inclusive. |
Remarks: |
As a result of the transactions reported in this Form 4, the reporting persons ceased to be members of a 10 percent owner group and will therefore no longer be subject to reporting obligations under Section 16 of the Securities Exchange Act of 1934. |
/s/ Inga Goldbard, General Counsel of GV 2016 GP, L.L.C. | 04/12/2022 | |
/s/ Inga Goldbard, General Counsel of GV 2016 GP, L.P. | 04/12/2022 | |
/s/ Inga Goldbard, General Counsel of GV 2016, L.P. | 04/12/2022 | |
/s/ Kathryn W. Hall, Assistant Secretary of Alphabet Inc. | 04/12/2022 | |
** 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. |