Sec Form 4 Filing - Horning Sandra @ Revolution Medicines, Inc. - 2023-11-09

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 Horning Sandra 2. Issuer Name and Ticker or Trading Symbol Revolution Medicines, Inc. [ RVMD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O REVOLUTION MEDICINES, INC., 700 SAGINAW DR 3. Date of Earliest Transaction (MM/DD/YY) 11/09/2023 (Street) REDWOOD CITY, CA94063 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 11/09/2023 A 52,291 ( 1 ) A 52,291 D Common Stock 11/09/2023 A 27,696 ( 2 ) A 79,987 D Common Stock 11/09/2023 A 10,500 A $ 0 90,487 ( 3 ) 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 Earn-out Shares ( 4 ) 11/09/2023 A 10,651 ( 4 ) 12/17/2024 Common Stock 10,651 ( 4 ) 10,651 D Stock Option (Right to Buy) $ 20.02 11/09/2023 A 36,800 ( 5 ) 11/08/2033 Common Stock 36,800 $ 0 36,800 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Horning Sandra C/O REVOLUTION MEDICINES, INC. 700 SAGINAW DR REDWOOD CITY, CA94063 X Signatures /s/ Jack Anders, as Attorney-in-fact for Sandra Horning 11/14/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Agreement and Plan of Merger, dated as of July 31, 2023 (the "Merger Agreement"), at the effective time of the first merger contemplated by the Merger Agreement (the "Effective Time"), each share of common stock of EQRx, Inc. outstanding immediately prior to the Effective Time was converted into 0.1112 shares of common stock of Revolution Medicines, Inc. (the "Company"). The transaction was exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 promulgated thereunder. ( 2 )Pursuant to the Merger Agreement, at the Effective Time, a stock option to purchase shares of EQRx, Inc. common stock that was outstanding immediately prior to the Effective Time was cancelled and converted automatically into the right to receive 27,696 shares of the Company's common stock. The transaction was exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 promulgated thereunder. ( 3 )Includes 10,500 restricted stock units. ( 4 )Pursuant to the terms of the Agreement and Plan of Merger dated August 5, 2021, by and among the EQRx, Inc. (f/k/a CM Life Sciences III Inc.), Clover III Merger Sub Inc. and EQRx International, Inc. (f/k/a EQRx, Inc.), the reporting person was allocated the right to acquire an aggregate of 95,784 shares of common stock of EQRx, Inc. (the "Earn-out Shares"). At the Effective Time, each outstanding Earn-out Share was converted into a number of shares of the Company's common stock equal to the product of the number of Earn-out Shares and 0.1112, or in the case of the reporting person 10,651 Earn-out Shares. The transaction was exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 promulgated thereunder. The reporting person has signed a waiver and release waiving her interests in the Earn-out Shares. ( 5 )The option becomes exercisable as it vests and the shares subject to the option vest with respect to 1/36 of the shares subject thereto on each monthly anniversary of November 8, 2023, subject to the reporting person's continued employment or service relationship with the Company on each such vesting date.

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).

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