Sec Form 4 Filing - MERKSAMER SAMUEL J. @ EQRx, Inc. - 2023-11-09

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MERKSAMER SAMUEL J. 2. Issuer Name and Ticker or Trading Symbol EQRx, Inc. [ EQRX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) EQRX, INC., 50 HAMPSHIRE STREET 3. Date of Earliest Transaction (MM/DD/YY) 11/09/2023 (Street) CAMBRIDGE, MA02139 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Option (Right to Buy) $ 4.95 11/09/2023 D( 1 ) 101,010 ( 2 )( 3 ) 09/30/2032 Common Stock 101,010 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MERKSAMER SAMUEL J. EQRX, INC. 50 HAMPSHIRE STREET CAMBRIDGE, MA02139 X Signatures /s/ William Collins, Attorney-in-Fact 11/09/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )Pursuant to the Merger Agreement, each Issuer stock option that was outstanding and unexercised became fully vested and exercisable as of immediately prior to the Effective Time. ( 3 )At the Effective Time, each Issuer stock option that was outstanding immediately prior to the Effective Time and had an exercise price per share less than $2.16 (an "In-the-Money Option") was cancelled and converted automatically into the right to receive a number of shares of Revolution Medicines common stock equal to the quotient of (i) the product of (a) the number of shares of Issuer common stock subject to the In-the-Money Option immediately prior to the Effective Time, multiplied by (b) the excess of $2.16 over the exercise price of such In-the-Money Option, divided by (ii) $19.4690, less the number of shares of Revolution Medicines common stock having a fair market value as of the Effective Time equal to the amount necessary to satisfy the award holder's tax withholding obligations. (All Issuer stock options that did not constitute In-the-Money Options were terminated at the Effective Time for no consideration).

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).

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