Sec Form 3 Filing - Nguyen Diane @ D-Wave Quantum Inc. - 2023-05-01

FORM 3 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 Nguyen Diane 2. Issuer Name and Ticker or Trading Symbol D-Wave Quantum Inc. [ QBTS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) General Counsel (Last) (First) (Middle) 3033 BETA AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 05/01/2023 (Street) BURNABY, A1V5G4M9 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, par value $0.0001 per share ("Common Stock") 271,984 ( 1 ) D

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 Stock Option (right to buy) $ 0.81 ( 2 ) 05/05/2030 Common Stock 16,592 D Stock Option (right to buy) $ 0.81 ( 3 ) 05/05/2030 Common Stock 27,668 D Stock Option (right to buy) $ 0.81 ( 4 ) 11/17/2030 Common Stock 9,118 D Stock Option (right to buy) $ 0.82 ( 5 ) 08/20/2031 Common Stock 53,379 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Nguyen Diane 3033 BETA AVENUE BURNABY, A1V5G4M9 General Counsel Signatures /s/ Diane Nguyen 05/08/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The amount includes 271,984 shares of unvested restricted stock units: (a) 186,624 RSUs granted October 13, 2022 and vest as follows: 93,312 on October 13, 2023 and 46,656 on October 13, 2024 and October 13, 2025, and (b) 85,360 RSUs were granted on March 27, 2023 and vest as follows 21,340 will vest March 27, 2024 and the remaining 54,020 will vest quarterly at a rate of 6.25% beginning June 27, 2024. ( 2 )This option has vested and is exercisable as of the date hereof as to all 16,592 shares of Common Stock. ( 3 )The option has vested and is exercisable as of the date hereof as to 20,181 shares of Common Stock and the remaining portion of the option vests in equal monthly installments on the 5th of each month through May 5, 2024 as to 7,487 shares of Common Stock. ( 4 )The option has vested and is exercisable as of the date hereof as to 5,706 shares of Common Stock and the remaining portion of the option vests in equal monthly installments on the 1st of each month through November 1, 2024 as to 3,412 shares of Common Stock. ( 5 )The option has vested and is exercisable as of the date hereof as to 23,355 shares of Common Stock and the remaining portion of the option vests in equal monthly installments on the 16th of each month through July 16, 2025 as to 30,024 shares of Common Stock.

Remarks: Exhibit List - Exhibit 24.1 - Power of Attorney

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