Sec Form 4 Filing - Data Collective IV, L.P. @ RECURSION PHARMACEUTICALS, INC. - 2021-04-20

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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
Data Collective 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)
270 UNIVERSITY AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
04/20/2021
(Street)
PALO ALTO, CA94301
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 04/20/2021 C 5,941,120 A 5,941,120 I See footnote ( 2 )
Common Stock 04/20/2021 J( 3 ) 5,941,120 D 0 I See footnote ( 2 )
Class A Common Stock 04/20/2021 J( 3 ) 5,941,120 A 5,941,120 I See footnote ( 2 )
Common Stock 04/20/2021 C 3,951,141 A 3,951,141 I See footnote ( 4 )
Common Stock 04/20/2021 J( 3 ) 3,951,141 D 0 I See footnote ( 4 )
Class A Common Stock 04/20/2021 J( 3 ) 3,951,141 A 3,951,141 I See footnote ( 4 )
Common Stock 04/20/2021 C 3,726,963 A 3,726,963 I See footnote ( 5 )
Common Stock 04/20/2021 J( 3 ) 3,726,963 D 0 I See footnote ( 5 )
Class A Common Stock 04/20/2021 J( 3 ) 3,726,963 A 3,726,963 I See footnote ( 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 ( 1 ) 04/20/2021 C 3,771,996 ( 1 ) ( 1 ) Common Stock ( 1 ) 3,771,996 $ 0 0 I See footnote ( 2 )
Series B Preferred Stock ( 1 ) 04/20/2021 C 1,073,595 ( 1 ) ( 1 ) Common Stock ( 1 ) 1,073,595 $ 0 0 I See footnote ( 2 )
Series B Preferred Stock ( 1 ) 04/20/2021 C 3,220,788 ( 1 ) ( 1 ) Common Stock ( 1 ) 3,220,788 $ 0 0 I See footnote ( 4 )
Series C Preferred Stock ( 1 ) 04/20/2021 C 1,095,529 ( 1 ) ( 1 ) Common Stock ( 1 ) 1,095,529 $ 0 0 I See footnote ( 2 )
Series C Preferred Stock ( 1 ) 04/20/2021 C 730,353 ( 1 ) ( 1 ) Common Stock ( 1 ) 730,353 $ 0 0 I See footnote ( 4 )
Series D Preferred Stock ( 1 ) 04/20/2021 C 3,726,963 ( 1 ) ( 1 ) Common Stock ( 1 ) 3,726,963 $ 0 0 I See footnote ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Data Collective IV, L.P.
270 UNIVERSITY AVENUE
PALO ALTO, CA94301
X
Data Collective IV GP, LLC
270 UNIVERSITY AVENUE
PALO ALTO, CA94301
X
DCVC V GP, LLC
270 UNIVERSITY AVENUE
PALO ALTO, CA94301
X
DCVC V, L.P.
270 UNIVERSITY AVENUE
PALO ALTO, CA94301
X
DCVC Opportunity Fund II GP, LLC
270 UNIVERSITY AVENUE
PALO ALTO, CA94301
X
DCVC Opportunity Fund II, L.P.
270 UNIVERSITY AVENUE
PALO ALTO, CA94301
X
Ocko Matthew
270 UNIVERSITY AVENUE
PALO ALTO, CA94301
X
Signatures
Data Collective IV, L.P., By: Data Collective IV GP, LLC, its General Partner By: /s/ Matthew Ocko, Managing Member 04/22/2021
Signature of Reporting Person Date
Data Collective IV GP, LLC, By: /s/ Matthew Ocko, Managing Member 04/22/2021
Signature of Reporting Person Date
DCVC V GP, LLC, By: /s/ Matthew Ocko, Managing Member 04/22/2021
Signature of Reporting Person Date
DCVC V, L.P., By: DCVC V GP, LLC, its General Partner, By: /s/ Matthew Ocko, Managing Member 04/22/2021
Signature of Reporting Person Date
DCVC Opportunity Fund II GP, LLC, By: /s/ Matthew Ocko, Managing Member 04/22/2021
Signature of Reporting Person Date
DCVC Opportunity Fund II, L.P., By: DCVC Opportunity Fund II GP, LLC, its General Partner, By: /s/ Matthew Ocko, Managing Member 04/22/2021
Signature of Reporting Person Date
/s/ Matthew Ocko 04/22/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and Series D Preferred Stock automatically converted into 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 Common Stock on a 1.1869358:1 basis immediately prior to the completion of the Issuer's IPO. The right to convert Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock into Common Stock had no expiration date.
( 2 )Represents shares held of record by Data Collective IV, L.P. ("DCVC IV"). Data Collective IV GP, LLC ("DCVC IV GP") is the general partner of DCVC IV and has sole voting and dispositive power with regard to the shares held by DCVC IV. Matthew Ocko and Zachary Bogue are the managing members of DCVC IV GP and share voting and dispositive power with respect to the shares held by DCVC IV. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of such shares and this report shall not be deemed an admission that such person is the beneficial owner of such shares, except to the extent of such person's indirect pecuniary interest therein, if any.
( 3 )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.
( 4 )Represents shares held of record by DCVC Opportunity Fund II, L.P. ("DCVC Opp Fund II"). DCVC Opportunity Fund II GP, LLC ("DCVC Opp Fund II GP") is the general partner of DCVC Opp Fund II and has sole voting and dispositive power with regard to the shares held by DCVC Opp Fund II. Matthew Ocko and Zachary Bogue are the managing members of DCVC Opp Fund II GP and share voting and dispositive power with respect to the shares held by DCVC Opp Fund II. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of such shares and this report shall not be deemed an admission that such person is the beneficial owner of such shares, except to the extent of such person's indirect pecuniary interest therein, if any.
( 5 )Represents shares held of record by DCVC V, L.P. ("DCVC V"). DCVC V GP, LLC ("DCVC V GP") is the general partner of DCVC V and has sole voting and dispositive power with regard to the shares held by DCVC V. Matthew Ocko and Zachary Bogue are the managing members of DCVC V GP and share voting and dispositive power with respect to the shares held by DCVC V. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of such shares and this report shall not be deemed an admission that such person is the beneficial owner of such shares, except to the extent of such person's indirect pecuniary interest therein, if any.

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