Sec Form 4 Filing - Daniel Jennifer @ Schrodinger, Inc. - 2020-12-01

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 Daniel Jennifer 2. Issuer Name and Ticker or Trading Symbol Schrodinger, Inc. [ SDGR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) C/O SCHRODINGER, INC.,, 120 WEST 45TH STREET, 17TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/01/2020 (Street) NEW YORK, NY10036 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 Common Stock 12/01/2020 M( 1 ) 1,923 A $ 4.34 8,611 D Common Stock 12/01/2020 M( 1 ) 10,032 A $ 3.07 18,643 D Common Stock 12/01/2020 S( 1 ) 3,605 D $ 67.9598 ( 2 ) 15,038 D Common Stock 12/01/2020 S( 1 ) 4,226 D $ 68.7499 ( 3 ) 10,812 D Common Stock 12/01/2020 S( 1 ) 3,324 D $ 70.0706 ( 4 ) 7,488 D Common Stock 12/01/2020 S( 1 ) 800 D $ 70.6811 ( 5 ) 6,688 D Common Stock 12/02/2020 M( 1 ) 1,923 D $ 4.34 8,611 D Common Stock 12/02/2020 M( 1 ) 10,033 D $ 3.07 18,644 D Common Stock 12/02/2020 S( 1 ) 1,500 D $ 64.5993 ( 6 ) 17,144 D Common Stock 12/02/2020 S( 1 ) 8,556 D $ 65.94 ( 7 ) 8,588 D Common Stock 12/02/2020 S( 1 ) 1,900 D $ 66.4258 ( 8 ) 6,688 D

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) $ 4.34 12/01/2020 M( 1 ) 1,923 ( 9 ) 11/29/2028 Common Stock 1,923 $ 0 18,142 D Stock Option (right to buy) $ 3.07 12/01/2020 M( 1 ) 10,032 ( 10 ) 04/07/2027 Common Stock 10,032 $ 0 56,854 D Stock Option (right to buy) $ 4.34 12/02/2020 M( 1 ) 1,923 ( 9 ) 11/29/2028 Common Stock 1,923 $ 0 16,219 D Stock Option (right to buy) $ 3.07 12/02/2020 M( 1 ) 10,033 ( 10 ) 04/07/2027 Common Stock 10,033 $ 0 46,821 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Daniel Jennifer C/O SCHRODINGER, INC., 120 WEST 45TH STREET, 17TH FLOOR NEW YORK, NY10036 See Remarks Signatures /s/ Donald Shum, as attorney-in-fact for Jennifer Daniel 12/03/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These transactions were effected pursuant to a Rule 10b5-1 trading plan adopt ed by the reporting person on August 14, 2020. ( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.36 to $68.32, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) through (8) of this Form 4. ( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.37 to $69.17, inclusive. ( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.40 to $70.30, inclusive. ( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.43 to $70.94, inclusive. ( 6 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.21 to $64.96, inclusive. ( 7 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.29 to $66.28, inclusive. ( 8 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.29 to $66.83, inclusive. ( 9 )This option was granted on November 29, 2018. The shares underlying the option vested with respect to 25% of the shares on December 31, 2019 and the remainder are scheduled to vest in equal monthly installments through December 31, 2022. ( 10 )This option was granted on April 7, 2017. The shares underlying the option are scheduled to vest in equal yearly installments from February 22, 2017 through February 22, 2021.

Remarks: Senior Vice President and Chief Human Resources OfficerExhibit Index: 24.1 Power of Attorney

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