4//SEC Filing
Hedrick Eric 4
Accession 0000899243-21-049128
CIK 0001843762other
Filed
Dec 20, 7:00 PM ET
Accepted
Dec 21, 6:30 AM ET
Size
11.0 KB
Accession
0000899243-21-049128
Insider Transaction Report
Form 4
EQRx, Inc.EQRX
Hedrick Eric
Chief Physician Executive
Transactions
- Award
Common Stock
2021-12-17+627,000→ 627,000 total - Award
Earn-out Shares
2021-12-17+103,069→ 103,069 totalExp: 2024-12-17→ Common Stock (103,069 underlying) - Award
Stock Option (Right to Buy)
2021-12-17+125,399→ 125,399 totalExercise: $2.21Exp: 2031-01-20→ Common Stock (125,399 underlying)
Footnotes (3)
- [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]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.
- [F3]Upon consummation of the Business Combination, the Reporting Person received the right to acquire an aggregate of 103,069 shares of the Issuer's Common Stock (the "Earn-out Shares"), (i) 72,149 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) 30,920 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 Earn-out Shares not eligible to be released on or prior to December 17, 2024 will be forfeited and cancelled, and the maximum number of Earn-out Shares the Reporting Person may be eligible to acquire is subject to adjustment per the terms of the Merger Agreement.
Documents
Issuer
EQRx, Inc.
CIK 0001843762
Entity typeother
Related Parties
1- filerCIK 0001502677
Filing Metadata
- Form type
- 4
- Filed
- Dec 20, 7:00 PM ET
- Accepted
- Dec 21, 6:30 AM ET
- Size
- 11.0 KB