Sec Form 4 Filing - Casdin Eli @ 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 Casdin Eli 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) 1350 AVENUE OF THE AMERICAS, SUITE 2600 3. Date of Earliest Transaction (MM/DD/YY) 11/09/2023 (Street) NEW YORK, NY10019 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 J 8,659,372 D $ 0 0 I See footnote ( 1 ) Common Stock 11/09/2023 J 30,214,934 D $ 0 0 I See footnote ( 2 ) Common Stock 11/09/2023 J 3,824,572 D $ 0 0 I See footnote ( 3 ) Common Stock 11/09/2023 J 5,488,164 D $ 0 0 I See footnote ( 4 )

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 Warrants to purchase Class A Common Stock (right to buy) $ 11.5 11/09/2023 J 8,110,001 04/09/2022 12/17/2026 Common Stock 8,110,001 $ 0 0 I See footnote ( 1 ) Earn-out Shares ( 5 ) 11/09/2023 J 3,472,300 ( 5 ) 12/17/2024 Common Stock 3,472,300 ( 5 ) 0 I See footnote ( 2 ) Earn-out Shares ( 5 ) 11/09/2023 J 526,674 ( 5 ) 12/17/2024 Common Stock 526,674 ( 5 ) 0 I See footnote ( 3 ) Earn-out Shares ( 5 ) 11/09/2023 J 755,766 ( 5 ) 12/17/2024 Common Stock 755,766 ( 5 ) 0 I See footnote ( 4 ) Stock Option (Right to Buy) $ 4.95 11/09/2023 J 101,010 ( 6 ) 09/30/2032 Common Stock 101,010 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Casdin Eli 1350 AVENUE OF THE AMERICAS SUITE 2600 NEW YORK, NY10019 X Signatures /s/ Eli Casdin, Eli Casdin 11/14/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The securities were held directly by CMLS Holdings III LLC ("CMLS Holdings III"). Mr. Casdin is a member of the Board of Managers of CMLS Holdings III and as a result shares voting and investment discretion with respect to the securities held by CMLS Holdings III. Mr. Casdin disclaims beneficial ownership of these shares except to the extent of his respective pecuniary interest therein. ( 2 )The securities were owned directly by the Casdin Partners Master Fund, L.P. (the "Master Fund") and were deemed to be indirectly beneficially owned by (i) Casdin Capital, the investment adviser to the Master Fund, (ii) Casdin GP, the general partner of the Master Fund, and (iii) Eli Casdin, the managing member of Casdin Capital and Casdin GP. Mr. Casdin disclaims beneficial ownership of such securities except to the extent of its or his respective pecuniary interest therein.) ( 3 )The securities were owned directly by Casdin Venture Opportunities Fund, L.P. (the "Venture Fund") and were deemed to be indirectly bencially owned by (i) Casdin Capital, the investment adviser to the Venture Fund, (ii) Casdin Venture Opportunities Fund GP, LLC (the "Venture GP"), the general partner of the Venture Fund, and (iii) Eli Casdin, the managing member of Casdin Capital and Venture GP. ( 4 )The securities were owned directly by Casdin Private Growth Equity Fund, L.P. (the "Private Fund") and were deemed to be indirectly beneficially owned by (i) Casdin Capital, the investment adviser to the Private Fund, (ii) Casdin Private Growth Equity Fund GP, LLC (the "Private GP"), the general partner of the Private Fund, and (iii) Eli Casdin, the managing member of Casdin Capital and Private GP ( 5 )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 were to 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 was at least $12.50; and (ii) 1,418,952 would have been released from such escrow if the VWAP for at least 20 of any 30 consecutive trading days following December 17, 2022 was at least $16.50. Any Earn-out Shares not eligible to be released on or prior to December 17, 2024 would have been forfeited and cancelled, and the maximum number of Earn-out Shares the Reporting Person may be eligible to acquire was subject to adjustment. ( 6 )The shares underlying this option vested and became exercisable in full on September 30, 2023, the one-year anniversary of the grant date, subject to the Reporting Person's continuous service on such vesting date, and subject to full acceleration upon the consummation of a Sale Event (as defined in the Issuer's 2021 Stock Option and Incentive Plan).

Remarks: Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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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