Sec Form 4 Filing - Casdin Eli @ EQRx, Inc. - 2023-01-01

Insider filing report for Changes in Beneficial Ownership
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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)
EQRX, INC., 50 HAMPSHIRE STREET
3. Date of Earliest Transaction (MM/DD/YY)
01/01/2023
(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
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 ( 1 ) 01/01/2023 A( 1 ) 18,184 ( 1 ) 12/17/2024 Common Stock 18,184 ( 1 ) 3,472,300 I( 2 )( 3 ) By Casdin Partners Master Fund L.P.
Earn-out Shares ( 1 ) 01/01/2023 A( 1 ) 2,758 ( 1 ) 12/17/2024 Common Stock 2,758 ( 1 ) 526,674 I( 3 )( 4 ) By Casdin Venture Opportunities Fund, L.P.
Earn-out Shares ( 1 ) 01/01/2023 A( 1 ) 3,959 ( 1 ) 12/17/2024 Common Stock 3,959 ( 1 ) 755,766 I( 3 )( 5 ) By Casdin Private Growth Equity Fund, L.P.
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Casdin Eli
EQRX, INC.
50 HAMPSHIRE STREET
CAMBRIDGE, MA02139
X
Signatures
/s/ William Collins, Attorney-in-Fact 01/04/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On January 1, 2023, the Reporting Person was allocated the right to acquire an additional 24,901 shares of the Issuer's Common Stock (the "Earn-out Shares"), (i) 17,430 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) 7,471 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 Agreement and Plan of Merger dated August 5, 2021 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.).
( 2 )The shares are held directly by Casdin Partners Master Fund L.P. ("CPMF").
( 3 )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.
( 4 )The shares are held directly by CVOF.
( 5 )The shares are held directly by CPGEF.

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