Sec Form 4 Filing - Lux Ventures IV, L.P. @ RECURSION PHARMACEUTICALS, INC. - 2021-04-16

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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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 *
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)
04/16/2021
(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
Class A Common Stock 04/16/2021P 100,000 A $ 18 100,000 ( 1 ) I See footnote ( 2 ) ( 3 )
Common Stock 04/20/2021C 17,174,594 ( 4 ) A 17,187,095 ( 6 ) I See footnote ( 2 )
Common Stock 04/20/2021C 17,187,095 ( 6 ) D 0 I See footnote ( 2 )
Class A Common Stock 04/20/2021C 17,187,095 ( 6 ) A 17,287,095 ( 6 ) I See footnote ( 2 )
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 ( 5 ) 04/20/2021C 10,279,275 ( 8 ) ( 5 )( 5 ) Common Stock ( 5 ) 10,279,275 ( 8 ) $ 0 0 I See footnote ( 2 ) ( 3 )
Series B Preferred Stock ( 5 ) 04/20/2021C 3,578,653 ( 8 ) ( 5 )( 5 ) Common Stock ( 5 ) 3,578,653 ( 8 ) $ 0 0 I See footnote ( 2 ) ( 3 )
Series C Preferred Stock ( 5 ) 04/20/2021C 1,825,883 ( 9 ) ( 5 )( 5 ) Common Stock ( 5 ) 1,825,883 ( 9 ) $ 0 0 I See footnote ( 2 ) ( 3 )
Series D Preferred Stock ( 5 ) 04/20/2021C 1,490,783 ( 10 ) ( 5 )( 5 ) Common Stock ( 5 ) 1,490,783 ( 10 ) $ 0 0 I See footnote ( 2 ) ( 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 Member04/20/2021
** Signature of Reporting Person Date
Lux Co-invest Opportunities LP, By:/s/ Peter Hebert, Managing Member04/20/2021
** Signature of Reporting Person Date
Lux Co-invest Partners LLC, By: /s/ Peter Hebert, Managing Member04/20/2021
** Signature of Reporting Person Date
Lux Venture Partners IV, LLC, By: /s/ Peter Hebert, Managing Member04/20/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )50,000 of these shares are held by Lux Co-Invest Opportunities, L.P. and 50,000 of these shares are held by Lux Ventures IV, L.P.
( 2 )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. Lux Venture Partners IV, LLC is the general partner of Lux Ventures IV, LP and exercises voting and dispositive power over the shares noted herein held by Lux Ventures IV, 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.
( 3 )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 )3,018,510 of these shares are held by Lux Co-Invest Opportunities, L.P. and 14,156,084 of these shares are held by Lux Ventures IV, L.P.
( 5 )Each share of Common Stock, Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and Series D Preferred Stock automatically converted into Class A Common Stock on a 1:1 basis immediately prior to the completion of Recursion Pharmaceuticals, Inc.'s (the "Issuer") initial public offering of Class A Common Stock (the "IPO"). Each shares of Series C Preferred Stock automatically converted into Class A Common Stock on a 1.1869358:1 basis immediately prior to the completion of the Issuer's IPO. The right to convert Common Stock, Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock into Class A Common Stock had no expiration date.
( 6 )3,068,510 of these shares are held by Lux Co-Invest Opportunities, L.P. and 14,206,084 of these shares are held by Lux Ventures IV, L.P.
( 7 )Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock was automatically reclassified into one share of Class A Common Stock immediately prior to the completion of the Issuer's IPO.
( 8 )Represents shares held of record by Lux Ventures IV, L.P.
( 9 )Represents shares held of record by Lux Co-Invest Opportunities, L.P.
( 10 )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.

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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