Sec Form 3 Filing - Lux Ventures IV, L.P. @ RECURSION PHARMACEUTICALS, INC. - 2021-04-15

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Lux Ventures IV, L.P.
2. Issuer Name and Ticker or Trading Symbol
RECURSION PHARMACEUTICALS, INC. [ RXRX]
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)
920 BROADWAY, 11TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
04/15/2021
(Street)
NEW YORK, NY10010
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 ( 1 ) 12,501 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
Series A Preferred Stock $ 0 ( 1 ) ( 1 ) Common Stock ( 1 ) 10,279,275 ( 2 ) I See footnote ( 3 )
Series B Preferred Stock $ 0 ( 1 ) ( 1 ) Common Stock ( 1 ) 3,578,653 ( 2 ) I See footnote ( 3 )
Series C Preferred Stock $ 0 ( 1 ) ( 1 ) Common Stock ( 1 ) 1,825,883 ( 4 ) I See footnote ( 3 )
Series D Preferred Stock $ 0 ( 1 ) ( 1 ) Common Stock ( 1 ) 1,490,783 ( 5 ) I See footnote ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lux Ventures IV, L.P.
920 BROADWAY, 11TH FLOOR
NEW YORK, NY10010
X
Lux Co-Invest Opportunities, L.P.
920 BROADWAY, 11TH FLOOR
NEW YORK, NY10010
X
Lux Co-Invest Partners, LLC
920 BROADWAY, 11TH FLOOR
NEW YORK, NY10010
X
Lux Venture Partners IV, LLC
920 BROADWAY, 11TH FLOOR
NEW YORK, NY10010
X
Signatures
Lux Ventures IV LP, By:/s/ Peter Hebert, Managing Member 04/15/2021
Signature of Reporting Person Date
Lux Co-invest Opportunities LP, By:/s/ Peter Hebert, Managing Member 04/15/2021
Signature of Reporting Person Date
Lux Co-invest Partners LLC, By: /s/ Peter Hebert, Managing Member 04/15/2021
Signature of Reporting Person Date
Lux Venture Partners IV, LLC, By: /s/ Peter Hebert, Managing Member 04/15/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock, each share of Common Stock shall be reclassified into one share of Class A Common Stock. Each share of Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and Series D Preferred Stock shall automatically convert into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date. Each share of Series C Preferred Stock shall automatically convert into Common Stock on a 1.1869358:1 basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date.
( 2 )Represents shares held of record by Lux Ventures IV, L.P.
( 3 )Lux Co-Invest Partners, LLC is the general partner of Lux Co-Invest Opportunities, L.P. and exercises voting and dispositive power over the shares noted herein held by Lux Co-Invest Opportunities, L.P. Peter Hebert and Josh Wolfe are the individual managing members of Lux Venture Partners IV, LLC and Lux Co-Invest Partners, LLC, or the Individual Managers. The Individual Managers, as the sole managers of Lux Venture Partners IV, LLC and Lux Co-Invest Partners, LLC, may be deemed to share voting and dispositive power for the shares noted herein held by Lux Ventures IV, L.P. and Lux Co-Invest Opportunities, L.P. Each of Lux Venture Partners IV, LLC, Lux Co-Invest Partners, LLC, and the Individual Managers separately disclaim beneficial ownership over the shares noted herein except to the extent of their pecuniary interest therein.
( 4 )Represents shares held of record by Lux Co-Invest Opportunities, L.P.
( 5 )Represents 298,156 shares held of record by Lux Ventures IV, L.P. and 1,192,627 shares held of record by Lux Co-Invest Opportunities, L.P.

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