Sec Form 4 Filing - SHAW DAVID E @ Schrodinger, Inc. - 2020-02-10

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 SHAW DAVID E 2. Issuer Name and Ticker or Trading Symbol Schrodinger, Inc. [ SDGR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 120 WEST 45TH STREET, 39TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/10/2020 (Street) NEW YORK, NY10036 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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, par value $0.01 per share 02/10/2020 C 14,890,845 A 14,890,845 I Held by Schrodinger Equity Holdings, LLC ( 2 ) Common Stock, par value $0.01 per share 02/10/2020 C 1,133,158 A 1,133,158 I Held by D. E. Shaw & Co., L.P. ( 3 ) Common Stock, par value $0.01 per share 02/10/2020 C 467,889 A 467,889 I Held by D. E. Shaw Valence Portfolios, L.L.C. ( 4 ) Common Stock, par value $0.01 per share 02/10/2020 C 4,264 A 4,264 I Held by D. E. Shaw Technology Development, LLC. ( 5 )

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 Series A Preferred Stock, $0.01 par value per share ( 1 ) 02/10/2020 C 111,314,131 ( 1 ) ( 1 ) Common Stock, $0.01 par value per share 14,890,845 $ 0 0 I Held by Schrodinger Equity Holdings, LLC ( 2 ) Series A Preferred Stock, $0.01 par value per share ( 1 ) 02/10/2020 C 8,470,745 ( 1 ) ( 1 ) Common Stock, $0.01 par value per share 1,133,158 $ 0 0 I Held by D. E. Shaw & Co., L.P. ( 3 ) Series A Preferred Stock, $0.01 par value per share ( 1 ) 02/10/2020 C 3,497,635 ( 1 ) ( 1 ) Common Stock, $0.01 par value per share 467,889 $ 0 0 I Held by D. E. Shaw Valence Portfolios, L.L.C. ( 4 ) Series A Preferred Stock, $0.01 par value per share ( 1 ) 02/10/2020 C 31,878 ( 1 ) ( 1 ) Common Stock, $0.01 par value per share 4,264 $ 0 0 I Held by D. E. Shaw Technology Development, LLC. ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SHAW DAVID E 120 WEST 45TH STREET, 39TH FLOOR NEW YORK, NY10036 X Schrodinger Equity Holdings, LLC 120 WEST 45TH STREET, 39TH FLOOR NEW YORK, NY10036 X Signatures David E. Shaw, By: /s/ Charles Ardai, Attorney-in-Fact 02/10/2020 Signature of Reporting Person Date Schrodinger Equity Holdings, LLC, By: /s/ Charles Ardai, Authorized Signatory 02/10/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 10, 2020, all shares of Schrodinger, Inc. ("Issuer") Series A Preferred Stock, par value $0.01 per share, converted into shares of Issuer Common Stock, par value $0.01 per share, upon the closing of the Issuer's initial public offering of Common Stock without payment of consideration. The conversion rate was one share of Issuer Common Stock per each 7.47534 shares of Series A Preferred Stock. The Series A Preferred Stock was convertible into shares of Issuer Common Stock at any time and automatically upon the closing of the Issuer's initial public offering and had no expiration date. ( 2 )Schrodinger Equity Holdings, LLC, which holds these securities, is owned in its entirety through a trust of which David E. Shaw is the trustee and beneficiary. ( 3 )David E. Shaw is President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of D. E. Shaw & Co., L.P. David E. Shaw disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any. ( 4 )D. E. Shaw & Co., L.P. is the investment adviser of D. E. Shaw Valence Portfolios, L.L.C. Additionally, David E. Shaw is President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of D. E. Shaw & Co., L.L.C., which is the manager of D. E. Shaw Valence Portfolios, L.L.C. David E. Shaw disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any. ( 5 )David E. Shaw is President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the sole member of D. E. Shaw Technology Development, LLC.

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