4//SEC Filing
Conde Jorge 4
Accession 0000899243-23-020298
CIK 0001843762other
Filed
Nov 8, 7:00 PM ET
Accepted
Nov 9, 4:11 PM ET
Size
24.7 KB
Accession
0000899243-23-020298
Insider Transaction Report
Form 4
EQRx, Inc.EQRX
Conde Jorge
Director
Transactions
- Disposition to Issuer
Common Stock
2023-11-09−17,438,465→ 0 total(indirect: By AH Bio Fund II, L.P.) - Disposition to Issuer
Common Stock
2023-11-09−11,433,677→ 0 total(indirect: By Andreessen Horowitz LSV Fund I, L.P.) - Disposition to Issuer
Earn-out Shares
2023-11-09−2,401,418→ 0 total(indirect: By AH Bio Fund II, L.P.)Exp: 2024-12-17→ Common Stock (2,401,418 underlying) - Disposition to Issuer
Earn-out Shares
2023-11-09−1,574,510→ 0 total(indirect: By Andreessen Horowitz LSV Fund I, L.P.)Exp: 2024-12-17→ Common Stock (1,574,510 underlying) - Disposition to Issuer
Common Stock
2023-11-09−19,192,015→ 0 total(indirect: By AH Bio Fund III, L.P.) - Disposition to Issuer
Common Stock
2023-11-09−5,000,000→ 0 total(indirect: By Andreessen Horowitz LSV Fund II, L.P.) - Disposition to Issuer
Earn-out Shares
2023-11-09−2,642,897→ 0 total(indirect: By AH Bio Fund III, L.P.)Exp: 2024-12-17→ Common Stock (2,642,897 underlying)
Footnotes (10)
- [F1]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.
- [F10]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.
- [F2]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.
- [F3]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.
- [F4]The Reporting Person is a member of the general partners of the AH Bio Fund II Entities, the AH Bio Fund III Entities and the AH LSV Fund I Entities (each as defined herein, together, the "Andreessen Horowitz Entities"), but he disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the Andreessen Horowitz Entities and this report shall not be deemed an admission that he is the beneficial owner of such securities, except to the extent of his pecuniary interest therein, if any.
- [F5]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 II") 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.
- [F6]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.
- [F7]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.
- [F8]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.
- [F9]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.
Documents
Issuer
EQRx, Inc.
CIK 0001843762
Entity typeother
Related Parties
1- filerCIK 0001678101
Filing Metadata
- Form type
- 4
- Filed
- Nov 8, 7:00 PM ET
- Accepted
- Nov 9, 4:11 PM ET
- Size
- 24.7 KB