Sec Form 4 Filing - Nguyen Diane @ D-Wave Quantum Inc. - 2024-03-27

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 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) 2650 EAST BAYSHORE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 03/27/2024 (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") 03/27/2024 A 80,000 ( 1 ) A $ 0 379,156 ( 2 ) D Common Stock, par value $0.0001 per share ("Common Stock") 03/27/2024 A 100,000 ( 3 ) A $ 0 479,156 ( 4 ) D Common Stock, par value $0.0001 per share ("Common Stock") 03/27/2024 F 5,986 D $ 1.95 473,170 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) $ 2.1 03/27/2024 A 100,000 ( 5 ) 03/27/2034 Common Stock 100,000 $ 0 100,000 D Stock Option (right to buy) $ 0.846 ( 6 ) 01/10/2034 Common Stock 58,255 58,255 D Stock Option (right to buy) $ 0.91 ( 7 ) 05/05/2030 Common Stock 16,592 16,592 D Stock Option (right to buy) $ 0.91 ( 8 ) 05/05/2030 Common Stock 27,668 27,668 D Stock Option (right to buy) $ 0.91 ( 9 ) 11/17/2030 Common Stock 9,118 9,118 D Stock Option (right to buy) $ 0.92 ( 10 ) 08/20/2031 Common Stock 53,379 53,379 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Nguyen Diane 2650 EAST BAYSHORE ROAD PALO ALTO, CA94303 General Counsel Signatures /s/ Diane Nguyen 03/29/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 80,000 restricted stock units, each restricted stock unit representing the right to receive one share of Common Stock of the Issuer, that will vest 25% on March 27, 2025 and remaining will vest in equal quarterly installments beginning on June 27, 2025 through March 27, 2028, subject to the reporting person's continued service to the Issuer. ( 2 )Includes: (a) 237,332 shares of unvested restricted stock units: (i) 93,312 RSUs granted on October 13, 2022 and vesting as follows: 46,656 on October 13, 2024 and October 13, 2025, (ii) 64,020 RSUs granted on March 27, 2023, which will vest quarterly at a rate of 6.25% beginning July 27, 2024, and (iii) 80,000 RSUs granted on March 27, 2024 and vesting as follows: 20,000 on March 27, 2025 and the remaining 60,000 RSUs will vest quarterly at a rate of 6.25% beginning June 27, 2025. ( 3 )Represents 100,000 restricted stock units, each restricted stock unit representing the right to receive one share of Common Stock of the Issuer, that will vest 25% on May 1, 2024 and remaining will vest in equal quarterly installments beginning on August 1, 2024 through May 1, 2028, subject to the reporting person's continued service to the Issuer. ( 4 )Includes: (a) 337,332 shares of unvested restricted stock units: (i) 93,312 RSUs granted on October 13, 2022 and vesting as follows: 46,656 on October 13, 2024 and October 13, 2025, (ii) 64,020 RSUs granted on March 27, 2023, which will vest quarterly at a rate of 6.25% beginning July 27, 2024, (iii) 80,000 RSUs granted on March 27, 2024 and vesting as follows: 20,000 on March 27, 2025 and the remaining 60,000 RSUs will vest quarterly at a rate of 6.25% beginning June 27, 2025, and (iv) 100,000 RSUs granted on March 27, 2024 and vesting as follows: 25,000 on May 1, 2024 and the remaining 75,000 RSUs will vest quarterly at a rate of 6.25% beginning August 1, 2024. ( 5 )This option will vest 25% on May 1, 2024 and the remaining portion of the option vests thereafter in equal monthly installments on the 1st of each month through May 1, 2027 as to 75,000 shares of Common Stock. ( 6 )This option will vest 25% on May 1, 2024 and the remaining portion of the option vests thereafter in equal monthly installments on the 1st of each month through May 1, 2027 as to 75,000 shares of Common Stock. ( 7 )This option has vested and is exercisable as of the grant date as to all 58,255 shares of Common Stock. ( 8 )The option has vested and is exercisable as of the date hereof as to 26,516 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 1,152 shares of Common Stock. ( 9 )The option has vested and is exercisable as of the date hereof as to 7,601 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 1,517 shares of Common Stock. ( 10 )The option has vested and is exercisable as of the date hereof as to 35,587 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 17,792 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).

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