Sec Form 4 Filing - Porges Geoffrey Craig @ Schrodinger, Inc. - 2024-03-04

Insider filing report for Changes in Beneficial Ownership
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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
Porges Geoffrey Craig
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)
EVP & CFO
(Last) (First) (Middle)
1540 BROADWAY, 24TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
03/04/2024
(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 03/04/2024 A( 1 ) 9,000 A $ 0 9,000 D
Common Stock 03/04/2024 S( 2 ) 3,315 D $ 26.353 5,685 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) $ 25.24 03/04/2024 A 90,000 ( 3 ) 03/04/2034 Common Stock 90,000 $ 0 90,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Porges Geoffrey Craig
1540 BROADWAY, 24TH FLOOR
NEW YORK, NY10036
EVP & CFO
Signatures
/s/ Donald Shum, as attorney-in-fact for Geoffrey Craig Porges 03/05/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the portion of the performance-based restricted stock units ("PRSUs") that were awarded to the reporting person on August 18, 2022 in connection with the commencement of his employment that vested on March 4, 2024 following certification by the compensation committee of the issuer's board of directors of the level of achievement of certain performance metrics for the PRSUs.
( 2 )This sale was effected pursuant to a durable automatic sale instruction under Rule 10b5-1 adopted by the reporting person on August 16, 2022 and represents a broker-assisted sale of shares to satisfy the payment of withholding tax liability incurred upon the vesting of the PRSUs on March 4, 2024. The sale does not represent a discretionary trade by the reporting person.
( 3 )The option was granted on March 4, 2024. The shares underlying the option are scheduled to vest with respect to 25% of the shares on March 4, 2025 and the remainder are scheduled to vest in equal monthly installments through March 4, 2028.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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