Sec Form 3 Filing - AH Equity Partners LSV I, L.L.C. @ EQRx, Inc. - 2021-12-17

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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
AH Equity Partners LSV I, L.L.C.
2. Issuer Name and Ticker or Trading Symbol
EQRx, Inc. [ EQRX]
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)
2865 SAND HILL ROAD, SUITE 101
3. Date of Earliest Transaction (MM/DD/YY)
12/17/2021
(Street)
MENLO PARK, CA94025
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 17,438,465 I By AH Bio Fund II, L.P.( 1 )( 2 )
Common Stock 19,192,015 I By AH Bio Fund III, L.P.( 3 )( 4 )
Common Stock 11,433,677 I By Andreessen Horowitz LSV Fund I, L.P.( 5 )( 6 )
Common Stock 5,000,000 I By Andreessen Horowitz LSV Fund II, L.P.( 7 )( 8 )
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 ( 9 ) ( 9 ) 12/17/2024 Common Stock 2,388,841 I By AH Bio Fund II, L.P.( 1 )( 2 )
Earn-out Shares ( 9 ) ( 9 ) 12/17/2024 Common Stock 2,629,055 I By AH Bio Fund III, L.P.( 3 )( 4 )
Earn-out Shares ( 9 ) ( 9 ) 12/17/2024 Common Stock 1,566,264 I By Andreessen Horowitz LSV Fund I, L.P.( 5 )( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
AH Equity Partners LSV I, L.L.C.
2865 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
Andreessen Horowitz LSV Fund I, L.P.
2865 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
Andreessen Horowitz LSV Fund I-B, L.P.
2865 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
Andreessen Horowitz LSV Fund I-Q, L.P.
2865 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
AH Equity Partners LSV II, L.L.C.
2865 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
Andreessen Horowitz LSV Fund II, L.P.
2865 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
Andreessen Horowitz LSV Fund II-B, L.P.
2865 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
Andreessen Horowitz LSV Fund II-Q, L.P.
2865 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
Andreessen Marc L
2865 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
HOROWITZ BENJAMIN A
2865 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
Signatures
AH Equity Partners LSV I, L.L.C., By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 12/22/2021
Signature of Reporting Person Date
Andreessen Horowitz LSV Fund I, L.P., By: AH Equity Partners LSV I, L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 12/22/2021
Signature of Reporting Person Date
Andreessen Horowitz LSV Fund I-B, L.P., By: AH Equity Partners LSV I, L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 12/22/2021
Signature of Reporting Person Date
Andreessen Horowitz LSV Fund I-Q, L.P., By: AH Equity Partners LSV I, L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 12/22/2021
Signature of Reporting Person Date
AH Equity Partners LSV II, L.L.C., By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 12/22/2021
Signature of Reporting Person Date
Andreessen Horowitz LSV Fund II, L.P., By: AH Equity Partners LSV II, L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 12/22/2021
Signature of Reporting Person Date
Andreessen Horowitz LSV Fund II-B, L.P., By: AH Equity Partners LSV II, L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 12/22/2021
Signature of Reporting Person Date
Andreessen Horowitz LSV Fund II-Q, L.P., By: AH Equity Partners LSV II, L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 12/22/2021
Sign ature of Reporting Person Date
MARC L. ANDREESEN, By: /s/ Scott Kupor, Attorney-in-Fact for Marc L. Andreessen 12/22/2021
Signature of Reporting Person Date
BENJAMIN HOROWITZ, By: /s/ Scott Kupor, Attorney-in-Fact for Benjamin Horowitz 12/22/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported securities are held by AH Bio Fund II, L.P., for itself and as nominee for AH Bio Fund II-B, L.P. (collectively, the "AH Bio Fund II Entities"). AH Equity Partners Bio II, L.L.C. ("AH EP Bio II") is the general partner of the AH Bio Fund II Entities and may be deemed to have sole voting and dispositive power with regard to the securities held by the AH Bio Fund II Entities. The managing members of AH EP Bio II are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz may be deemed to have shared voting and dispositive power with respect to the securities held by the AH Bio Fund II Entities.
( 2 )Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Bio Fund II Entities (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of such person's pecuniary interest therein, if any.
( 3 )The reported securities are held by AH Bio Fund III, L.P., for itself and as nominee for AH Bio Fund III-B, L.P. and AH Bio Fund III-Q, L.P. (collectively, the "AH Bio Fund III Entities"). AH Equity Partners Bio III, L.L.C. ("AH EP Bio III") is the general partner of the AH Bio Fund III Entities and may be deemed to have sole voting and dispositive power with regard to the securities held by the AH Bio Fund III Entities. The managing members of AH EP Bio III are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz may be deemed to have shared voting and dispositive power with respect to the securities held by the AH Bio Fund III Entities.
( 4 )Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Bio Fund III Entities (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of such person's pecuniary interest therein, if any.
( 5 )The reported securities are held by Andreessen Horowitz LSV Fund I, L.P., for itself and as nominee for Andreessen Horowitz LSV Fund I-B, L.P. and Andreessen Horowitz LSV Fund I-Q, L.P. (collectively, the "AH LSV Fund I Entities"). AH Equity Partners LSV I, L.L.C. ("AH EP LSV I") is the general partner of the AH LSV Fund I Entities and may be deemed to have sole voting and dispositive power with regard to the securities held by the AH LSV Fund I Entities. The managing members of AH EP LSV I are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz may be deemed to have shared voting and dispositive power with respect to the securities held by the AH LSV Fund I Entities.
( 6 )Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH LSV Fund I Entities (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of such person's pecuniary interest therein, if any.
( 7 )The reported securities are held by Andreessen Horowitz LSV Fund II, L.P., for itself and as nominee for Andreessen Horowitz LSV Fund II-B, L.P. and Andreessen Horowitz LSV Fund II-Q, L.P. (collectively, the "AH LSV Fund II Entities"). AH Equity Partners LSV II, L.L.C. ("AH EP LSV II") is the general partner of the AH LSV Fund II Entities and may be deemed to have sole voting and dispositive power with regard to the securities held by the AH LSV Fund II Entities. The managing members of AH EP LSV II are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz may be deemed to have shared voting and dispositive power with respect to the securities held by the AH LSV Fund II Entities.
( 8 )Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH LSV Fund II Entities (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of such person's pecuniary interest therein, if any.
( 9 )Represents the right to acquire an aggregate of 6,584,160 shares of the Issuer's Common Stock (the "Earn-out Shares"), (i) 4,608,912 of which will be released from escrow if the value weighted average price ("VWAP") for at least 20 of any 30 consecutive trading days following December 17, 2022 is at least $12.50; and (ii) 1,975,248 of which will be released from such escrow if the VWAP for at least 20 of any 30 consecutive trading days following December 17, 2022 is at least $16.50. Any Earn-out Shares not eligible to be released on or prior to December 17, 2024 will be forfeited and cancelled, and the maximum number of Earn-out Shares the Reporting Persons may be eligible to acquire is subject to adjustment per the terms of the Agreement and Plan of Merger, dated August 5, 2021, as amended, by and among the Issuer, Clover III Merger Sub Inc. and EQRx International, Inc. (f/k/a EQRx, Inc.).

Remarks:
Form 2 of 2: This Form 3 is the second of two Forms 3 being filed relating to the same event. The Form 3 has been split into multiple filings because there are more than 10 Reporting Persons total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 Reporting Persons. Each Form 3 will be filed by Designated Filer AH Equity Partners Bio II, L.L.C.Exhibit 24.1 - Power of Attorney (Marc Andreessen)Exhibit 24.2 - Power of Attorney (Benjamin Horowitz)

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