Sec Form 4/A Filing - Casdin Eli @ EQRx, Inc. - 2021-12-17

FORM 4/A 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 Casdin Eli 2. Issuer Name and Ticker or Trading Symbol EQRx, Inc. [ EQRX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) EQRX, INC., 50 HAMPSHIRE STREET 3. Date of Earliest Transaction (MM/DD/YY) 12/17/2021 (Street) CAMBRIDGE, MA02139 4. If Amendment, Date Original Filed (MM/DD/YY) 12/21/2021 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 Class A Common Stock 12/17/2021 M( 1 ) 8,659,372 A 8,659,372 I( 3 ) By CMLS Holdings III LLC Class A Common Stock 12/17/2021 J( 2 ) 8,659,372 D 0 I( 3 ) By CMLS Holdings III LLC Common Stock 12/17/2021 J( 2 ) 8,659,372 A 8,659,372 I( 3 ) By CMLS Holdings III LLC Common Stock 12/17/2021 A( 4 ) 25,214,934 A 25,214,934 I( 5 )( 6 ) By Casdin Partners Master Fund L.P. Common Stock 12/17/2021 A( 7 ) 5,000,000 A $ 10 30,214,934 I( 5 )( 6 ) By Casdin Partners Master Fund L.P. Common Stock 12/17/2021 A( 4 ) 3,824,572 A 3,824,572 I( 6 )( 8 ) By Casdin Venture Opportunities Fund, L.P. Common Stock 12/17/2021 A( 4 ) 5,488,164 A 5,488,164 I( 6 )( 9 ) By Casdin Private Growth Equity Fund, L.P.

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 Class B Common Stock ( 1 ) 12/17/2021 J( 10 ) 4,840,628 ( 1 ) ( 1 ) Class A Common Stock 4,840,628 ( 1 ) 8,659,372 I( 3 ) By CMLS Holdings III LLC Class B Common Stock ( 1 ) 12/17/2021 M( 1 ) 8,659,372 ( 1 ) ( 1 ) Class A Common Stock 8,659,372 ( 1 ) 0 I( 3 ) By CMLS Holdings III LLC Earn-out Shares ( 11 ) 12/17/2021 A( 11 ) 3,454,116 ( 11 ) 12/17/2024 Common Stock 3,454,116 ( 11 ) 3,454,116 I( 5 )( 6 ) By Casdin Partners Master Fund L.P. Earn-out Shares ( 11 ) 12/17/2021 A( 11 ) 523,916 ( 11 ) 12/17/2024 Common Stock 523,916 ( 11 ) 523,916 I( 6 )( 8 ) By Casdin Venture Opportunities Fund, L.P. Earn-out Shares ( 11 ) 12/17/2021 A( 11 ) 751,807 ( 11 ) 12/17/2024 Common Stock 751,807 ( 11 ) 751,807 I( 6 )( 9 ) By Casdin Private Growth Equity Fund, L.P. Warrants to purchase Class A Common Stock (right to buy) $ 11.5 12/17/2021 A( 12 ) 8,110,001 04/09/2022 12/17/2026 Common Stock 8,110,001 ( 12 ) 8,110,001 I By CMLS Holdings III LLC( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Casdin Eli EQRX, INC. 50 HAMPSHIRE STREET CAMBRIDGE, MA02139 X X Signatures /s/ William Collins, Attorney-in-Fact 12/23/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Immediately prior to the consummation of the transactions (the "Closing" of the "Business Combination") contemplated by the Agreement and Plan of Merger dated August 5, 2021 (the "Merger Agreement") by and among the I ssuer (f/k/a CM Life Sciences III Inc.), Clover III Merger Sub Inc. and EQRx International, Inc. (f/k/a EQRx, Inc., "Legacy EQRx"), each share of the Issuer's Class B Common Stock automatically converted into shares of Class A Common Stock on a one-for-one basis (the "Conversion"). ( 2 )Immediately following the Conversion but prior to Closing, the Class A Common Stock was reclassified as Common Stock. ( 3 )The shares are held directly by CMLS Holdings III LLC. The Reporting Person serves on the Board of Managers of CMLS Holdings III and shares voting and investment discretion with respect to the common stock held of record by CMLS Holdings III LLC. C-LSH III is a member of CMLS Holdings III LLC, and the Reporting Person is managing member of C-LSH III. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. ( 4 )Upon consummation of the Business Combination, each share of Legacy EQRx capital stock was exchanged, pursuant to the Merger Agreement, for shares of the Issuer's Common Stock. ( 5 )The shares are held directly by Casdin Partners Master Fund, L.P. ("CPMF"). ( 6 )Casdin Capital, LLC is the investment advisor to CPMF, Casdin Venture Opportunities Fund, L.P. ("CVOF") and Casdin Private Growth Equity Fund, L.P. ("CPGEF"). Casdin Partners GP, LLC is the general partner of CPMF. Casdin Venture Opportunities Fund GP, LLC is the general partner of CVOF. Casdin Private Growth Equity Fund GP, LLC is the general partner of CPGEF. The Reporting Person is the managing member of Casdin Capital, LLC, Casdin Partners GP, LLC, Casdin Venture Opportunities Fund GP, LLC and Casdin Private Growth Equity Fund GP, LLC and may be deemed to have voting and investment power with respect to the shares. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein, if any. ( 7 )Represents shares of Common Stock obtained in a private placement of public securities ("PIPE") on December 17, 2021. ( 8 )The shares are held directly by CVOF. ( 9 )The shares are held directly by CPGEF. ( 10 )Represents shares of Class B Common Stock forfeited to the Issuer for no consideration in connection with the Business Combination. ( 11 )In connection with the Business Combination, the Reporting Person received the right to acquire an aggregate of 4,729,839 shares of the Issuer's Common Stock (the "Earn-out Shares"), (i) 3,310,887 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) 1,418,952 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 Person may be eligible to acquire is subject to adjustment per the terms of the Merger Agreement. ( 12 )Following the completion of the Business Combination, warrants to purchase Class A Common Stock become exercisable on April 9, 2022.

Remarks: This Form 4 amends and restates the Form 4 filed by the Reporting Persons on December 21, 2021 to clarify the form of ownership reported in Table I and report Earn-out Shares in Table II.Exhibit 24 - Power of Attorney

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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