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

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) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O CASDIN CAPITAL LLC, 1350 AVENUE OF THE AMERICAS, SUITE 2600 3. Date of Earliest Transaction (MM/DD/YY) 12/17/2021 (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 12/17/2021 J( 1 ) 8,659,372 A $ 0 8,659,372 I By CMLS Holdings III LLC( 2 ) Common Stock 12/17/2021 A 34,527,671 A $ 0 43,187,043 I Casdin Partners Master Fund, L.P.( 3 ) Common Stock 12/17/2021 A 5,000,000 A $ 10 48,187,043 I Casdin Partners Master Fund, L.P.( 3 )

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( 1 ) 4,840,628 ( 1 ) ( 1 ) Common Stock 4,840,628 $ 0 0 I By CMLS Holdings III LLC( 2 ) Class B Common Stock ( 1 ) 12/17/2021 J( 1 ) 8,659,372 ( 1 ) ( 1 ) Common Stock 8,659,372 $ 0 0 I By CMLS Holdings III LLC( 2 ) Warrants to purchase Class A Common Stock (right to buy) $ 11.5 12/17/2021 A( 4 ) 8,110,001 04/09/2022 12/17/2026 Common Stock 8,110,001 ( 4 ) 8,110,001 I By CMLS Holdings III LLC( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Casdin Eli C/O CASDIN CAPITAL LLC 1350 AVENUE OF THE AMERICAS, SUITE 2600 NEW YORK, NY10019 X Signatures /s/ Brian Emes, Attorney-in-Fact for Eli Casdin 12/21/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with the closing (the "Closing") of the business combination (the "Business Combination") between the Issuer (which was formerly known as CM Life Sciences III Inc. or "CMLS III") and EQRx, Inc. ("EQRx"), among other things, (i) the Reporting Person forfeited 4,840,628 shares of CMLS III Class B common stock and (ii) each remaining share of CMLS III's Class B common stock converted pursuant to the terms of such stock into shares of the Issuer's Class A Common Stock on a one-for-one basis as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-253475). ( 2 )The securities are held of record by CMLS Holdings III LLC ("CMLS Holdings III"). CMLS Holdings III is the record holder of the Class A common stock and the Class A Common Stock issuable upon the exercise of warrants reported herein. 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 Class A common stock held of record by CMLS Holdings III. Mr. Casdin disclaims beneficial ownership of these shares except to the extent of his respective pecuniary interest therein. ( 3 )The securities may be deemed to be indirectly beneficially owned by (i) Casdin Capital, LLC, the investment adviser to Casdin Partners Master Fund, L.P. ("CPMF"), (Casdin Venture Opportunities Fund, L.P. ("CVOF") and Casdin Private Growth Equity Fund GP, LLC. ("CPGEF" and together with CPMF and CVOF, the "Casdin Funds") (ii) Casdin Partners GP, LLC, the general partner of CPMF, (iii) Casdin Venture Opportunities Fund GP, LLC, the general partner to CVOF, (iv) Casdin Private Growth Equity Funds GP, LLC, the general partner of CPGEF and (v) Eli Casdin, the managing member of Casdin Capital, LLC and Casdin Partners GP, LLC. The shares held by Casdin Partners GP, LLC may be deemed to be indirectly beneficially owned by (i) Eli Casdin, the managing member of Casdin Partners GP, LLC. The address for the Casdin entities noted herein is 1350 Avenue of the Americas, Suite 2600, New York, New York 10019. Mr. Casdin disclaims beneficial ownership of such securities except to the extent of its or his respective pecuniary interest therein.) ( 4 )Following the completion of the Business Combination, warrants to purchase Class A Common Stock become exercisable on April 9, 2022.

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).

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