4//SEC Filing
Nallicheri Melanie 4
Accession 0000899243-21-049127
CIK 0001843762other
Filed
Dec 20, 7:00 PM ET
Accepted
Dec 21, 6:30 AM ET
Size
17.9 KB
Accession
0000899243-21-049127
Insider Transaction Report
Form 4
EQRx, Inc.EQRX
Nallicheri Melanie
DirectorChief Executive Officer
Transactions
- Award
Common Stock
2021-12-17+3,851,147→ 3,851,147 total(indirect: By LLC) - Award
Common Stock
2021-12-17+5,679,247→ 5,679,247 total - Award
Stock Option (Right to Buy)
2021-12-17+626,999→ 626,999 totalExercise: $2.21Exp: 2031-01-20→ Common Stock (626,999 underlying) - Award
Earn-out Shares
2021-12-17+1,035,655→ 1,035,655 totalExp: 2024-12-17→ Common Stock (1,035,655 underlying) - Award
Earn-out Shares
2021-12-17+527,558→ 527,558 total(indirect: By LLC)Exp: 2024-12-17→ Common Stock (527,558 underlying) - Award
Stock Option (Right to Buy)
2021-12-17+1,253,999→ 1,253,999 totalExercise: $2.68Exp: 2031-06-06→ Common Stock (1,253,999 underlying)
Footnotes (5)
- [F1]On December 17, 2021, upon consummation of the transactions (the "Closing" of the "Business Combination") contemplated by the Agreement and Plan of Merger dated August 5, 2021 (the "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., "Legacy EQRx"), each share of Legacy EQRx capital stock was exchanged, pursuant to the Merger Agreement, for shares of the Issuer's Common Stock.
- [F2]Shares held by MIN 2020 LLC. The Reporting Person disclaims beneficial ownership of these shares except to the extent of her pecuniary interest therein, if any.
- [F3]These options were issued under the Legacy EQRx 2019 Stock Option and Grant Plan (the "2019 Plan") and were assumed in the Business Combination pursuant to the terms of the Merger Agreement and the 2019 Plan and are now exercisable for shares of the Issuer's Common Stock. One-fourth of the shares underlying this option vest and become exercisable on January 20, 2022 (the one-year anniversary of the grant date), with the remainder vesting in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous service as of each vesting date.
- [F4]These options were issued under the 2019 Plan and were assumed in the Business Combination pursuant to the terms of the Merger Agreement and the 2019 Plan and are now exercisable for shares of the Issuer's Common Stock. The shares underlying this option vest and become exercisable in 48 equal monthly installments commencing September 1, 2021, subject to the Reporting Person's continuous service as of each vesting date.
- [F5]Upon consummation of the Business Combination, the Reporting Person received the right to acquire an aggregate of 1,563,213 shares of the Issuer's Common Stock (the "Earn-out Shares"), (i) 1,094,250 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) 468,963 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. Any shares not eligible to be released on or prior to December 17, 2024 will be forfeited and cancelled.
Documents
Issuer
EQRx, Inc.
CIK 0001843762
Entity typeother
Related Parties
1- filerCIK 0001710655
Filing Metadata
- Form type
- 4
- Filed
- Dec 20, 7:00 PM ET
- Accepted
- Dec 21, 6:30 AM ET
- Size
- 17.9 KB