Sec Form 4 Filing - Markovich John M. @ D-Wave Quantum Inc. - 2024-01-10

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Markovich John M. 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) Chief Financial Officer (Last) (First) (Middle) 2650 EAST BAYSHORE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 01/10/2024 (Street) PALO ALTO, CA94303 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") 01/10/2024 A 60,896 A $ 0 1,020,396 ( 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) $ 0.846 01/10/2024 A 120,826 ( 2 ) 01/10/2034 Common Stock 120,82 6 $ 0 120,826 D Stock Option (right to buy) $ 0.92 ( 3 ) 08/20/2031 Common Stock 1,501,386 1,501,386 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Markovich John M. 2650 EAST BAYSHORE ROAD PALO ALTO, CA94303 Chief Financial Officer Signatures /s/ John M. Markovich 01/16/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 637,500 shares of unvested restricted stock units: (i) 437,500 RSUs granted on October 27, 2022 and vesting as follows: 218,750 on October 27, 2024 and October 27, 2025, and (ii) 200,000 RSUs granted on March 27, 2023 and vesting as follows: 50,000 on March 27, 2024 and the remaining 150,000 will vest quarterly at a rate of 6.25% beginning June 27, 2024. ( 2 )This option has vested and is exercisable as of the grant date as to all 120,826 shares of Common Stock. ( 3 )The option has vested and is exercisable as of the date hereof as to 875,834 shares of Common Stock and the remaining portion of the option vests in equal monthly installments on the 20th of each month through August 20, 2025 as to 625,552 shares of Common Stock.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.