Sec Form 4 Filing - AH Equity Partners LSV I, L.L.C. @ EQRx, 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 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) 11/09/2023 (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 11/09/2023 U( 1 ) 12,264 D 0 I By AD Holdings, LLC ( 3 ) Common Stock 11/09/2023 U( 1 ) 17,438,465 D 0 I By AH Bio Fund II, L.P. ( 4 ) ( 5 ) Common Stock 11/09/2023 U( 1 ) 19,192,015 D 0 I By AH Bio Fund III, L.P. ( 6 ) ( 7 ) Common Stock 11/09/2023 U( 1 ) 11,433,677 D 0 I By Andreessen Horowitz LSV Fund I, L.P. ( 8 ) ( 9 ) Common Stock 11/09/2023 U( 1 ) 5,000,000 D 0 I By Andreessen Horowitz LSV Fund II, L.P. ( 10 ) ( 11 )

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 ( 12 ) ( 13 ) 11/09/2023 U( 1 ) 2,401,418 ( 2 )( 14 ) 12/17/2024 Common Stock 2,401,418 ( 2 ) ( 12 ) ( 13 ) ( 14 ) 0 I By AH Bio Fund II, L.P. ( 4 ) ( 5 ) Earn-out Shares ( 12 ) ( 13 ) 11/09/2023 U( 1 ) 2,642,897 ( 2 )( 14 ) 12/17/2024 Common Stock 2,642,897 ( 2 ) ( 12 ) ( 13 ) ( 14 ) 0 I By AH Bio Fund III, L.P. ( 6 ) ( 7 ) Earn-out Shares ( 12 ) ( 13 ) 11/09/2023 U( 1 ) 1,574,510 ( 2 )( 14 ) 12/17/2024 Common Stock 1,574,510 ( 2 ) ( 12 ) ( 13 ) ( 14 ) 0 I By Andreessen Horowitz LSV Fund I, L.P. ( 8 ) ( 9 )

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/ Phil Hathaway, Phil Hathaway, Chief Operating Officer 11/09/2023 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/ Phil Hathaway, Phil Hathaway, Chief Operating Officer 11/09/2023 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/ Phil Hathaway, Phil Hathaway, Chief Operating Officer 11/09/2023 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/ Phil Hathaway, Phil Hathaway, Chief Operating Officer 11/09/2023 Signature of Reporting Person Date AH Equity Partners LSV II, L.L.C., By: /s/ Phil Hathaway, Phil Hathaway, Chief Operating Officer 11/09/2023 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/ Phil Hathaway, Phil Hathaway, Chief Operating Officer 11/09/2023 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/ Phil Hathaway, Phil Hathaway, Chief Operating Officer 11/09/2023 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/ Phil Hathaway, Phil Hathaway, Chief Operating Officer 11/09/2023 Signature of Reporting Person Date MARC L. ANDREESSEN, By: /s/ Phil Hathaway, Attorney-in-Fact for Marc L. Andreessen 11/09/2023 Signature of Reporting Person Date BENJAMIN HOROWITZ, By: /s/ Phil Hathaway, Attorney-in-Fact for Benjamin Horowitz 11/09/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger dated July 31, 2023 (the "Merger Agreement"), by and among the Issuer, Revolution Medicines, Inc. ("Revolution Medicines"), Equinox Merger Sub, Inc., a direct, wholly owned subsidiary of Revolution Medicines ("Merger Sub I"), and Equinox Merger Sub II LLC, a direct, wholly owned subsidiary of Revolution Medicines ("Merger Sub II"), pursuant to which Merger Sub I merged with and into the Issuer effective as of November 9, 2023 (the "Effective Time"), with the Issuer surviving such merger as a direct, wholly owned subsidiary of Revolution Medicines (the "First Merger"), and promptly after the First Merger, the Issuer merged with and into Merger Sub II, with Merger Sub II surviving such merger as a direct, wholly owned subsidiary of Revolution Medicines. ( 2 )At the Effective Time, each share of Issuer common stock that was issued and outstanding immediately prior to the Effective Time was converted into the right to receive a number of validly issued, fully paid and non-assessable shares of Revolution Medicines common stock equal to 0.1112 (the "Exchange Ratio") and cash in lieu of any fractional shares of Revolution Medicines common stock any former holder of Issuer common stock would otherwise be entitled to receive, without interest and subject to any required tax withholding, upon the terms and subject to the conditions of the Merger Agreement. ( 3 )The reported securities are held by AD Holdings, LLC, of which Marc Andreessen is a manager. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by AD Holdings, LLC (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. ( 4 )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. ( 5 )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. ( 6 )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. ( 7 )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. ( 8 )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. ( 9 )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. ( 10 )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. ( 11 )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. ( 12 )Pursuant to the terms of the Agreement and Plan of Merger dated August 5, 2021 (the "DeSPAC Merger Agreement"), by and among the Issuer (f/k/a CM Life Sciences III Inc.), Clover III Merger Sub Inc. and EQRx International, Inc. (f/k/a EQRx, Inc.), AH Bio Fund II, L.P., AH Bio Fund III, L.P. and Andreessen Horowitz LSV Fund I, L.P. (together, the "AH Funds") were allocated the right to acquire an aggregate of 6,618,825 shares of Issuer common stock (the "Earn-out Shares"), (i) 4,633,177 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) 1,985,648 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. ( 13 )Any Earn-out Shares not eligible to be released from escrow on or prior to the Effective Time, together with any other right, title or interest in or to such Earn-out Shares, are waived by the AH Funds and terminated. ( 14 )Each share of Issuer common stock that was issued and outstanding immediately prior to the Effective Time and held in escrow subject to the earn-out on the terms and subject to the conditions of the DeSPAC Merger Agreement was converted in the same manner as all other shares of Issuer common stock under the Merger Agreement.

Remarks: Form 2 of 2: This Form 4 is the second of two Forms 4 being filed relating to the same event. The Form 4 has been split into two filings because there are more than 10 Reporting Persons total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 Reporting Persons.Exhibit 24.1 Power of Attorney for Marc L. Andreessen.Exhibit 24.2 Power of Attorney for Benjamin Horowitz.

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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