Sec Form 3 Filing - Porter Andy @ Relay Therapeutics, Inc. - 2021-12-17

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 Porter Andy 2. Issuer Name and Ticker or Trading Symbol Relay Therapeutics, Inc. [ RLAY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) C/O RELAY THERAPEUTICS, INC., 399 BINNEY STREET 3. Date of Earliest Transaction (MM/DD/YY) 12/17/2021 (Street) CAMBRIDGE, MA02139 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( 1 ) 23,407 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) $ 5.042 ( 2 ) 10/09/2029 Common Stock 143,926 D Stock Option (Right to Buy) $ 5.22 ( 3 ) 03/01/2030 Common Stock 13,861 D Stock Option (Right to Buy) $ 5.22 ( 4 ) 03/01/2030 Common Stock 47,522 D Stock Option (Right to Buy) $ 34.25 ( 5 ) 03/25/2031 Common Stock 28,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Porter Andy C/O RELAY THERAPEUTICS, INC. 399 BINNEY STREET CAMBRIDGE, MA02139 See Remarks Signatures /s/ Brian Adams, as Attorney-in-Fact 12/27/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 12,250 restricted stock units ("RSUs") granted to the reporting person pursuant to the Issuer's 2020 Stock Option and Incentive Plan. Each RSU represents a contingent right to receive one share of the Issuer's common stock upon vesting. The RSUs commenced vesting in 16 equal quarterly installments following the grant date of March 26, 2021, subject to the reporting person's continued service with the Issuer through each vesting date. ( 2 )24,239 shares underlying this option have vested and the remainder shall vest in equal quarterly installments from January 21, 2022 to October 21, 2023, subject to the reporting person's continued service with the Issuer through each vesting date. ( 3 )2,970 shares underlying this option have vested and the remainder shall vest in equal quarterly installments from December 23, 2021 to June 23, 2024, subject to the reporting person's continued service with the Issuer through each vesting date. ( 4 )11,880 shares underlying this option have vested and the remainder shall vest in equal quarterly installments from March 11, 2022 to December 11, 2024, subject to the reporting person's continued service with the Issuer through each vesting date. ( 5 )3,500 shares underlying this option have vested and the remainder shall vest in equal quarterly installments from December 26, 2021 to March 26, 2025, subject to the reporting person's continued service with the Issuer through each vesting date.

Remarks: Title: Executive Vice President, Chief People Experience OfficerExhibit 24 - Power of Attorney

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