Sec Form 4 Filing - WEST STEVEN M @ D-Wave Quantum Inc. - 2024-07-12

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
WEST STEVEN 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)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
3033 BETA AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
07/12/2024
(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") 07/12/2024 G( 1 ) 104,696 D $ 0 131,626 ( 2 ) ( 3 ) D
Common Stock, par value $0.0001 per share ("Common Stock") 07/12/2024 G( 1 ) 104,696 A $ 0 104,696 ( 2 ) ( 3 ) I See Footnote ( 4 )
Common Stock, par value $0.0001 per share ("Common Stock") 08/22/2024 G( 1 ) 24,659 D $ 0 0 ( 3 ) ( 5 ) I See Footnote ( 6 )
Common Stock, par value $0.0001 per share ("Common Stock") 08/22/2024 G( 1 ) 24,659 A $ 0 129,355 ( 3 ) ( 5 ) I See Footnote ( 4 )
Common Stock, par value $0.0001 per share ("Common Stock") 08/05/2025 G( 1 ) 108,485 D $ 0 44,837 ( 3 ) ( 7 ) D
Common Stock, par value $0.0001 per share ("Common Stock") 08/05/2025 G( 1 ) 108,485 A $ 0 237,840 ( 3 ) ( 7 ) I See Footnote ( 4 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WEST STEVEN M
3033 BETA AVENUE
BURNABY, A1V5G4M9
X
Signatures
/s/ Steven West 08/20/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Transfer of shares of Common Stock for no consideration.
( 2 )Following the reported transaction, the reporting person was (i) the direct beneficial owner of 131,626 shares of Common Stock, including 106,626 unvested restricted stock units ("RSUs"); (ii) the indirect beneficial owner of 104,696 shares of Common Stock through the West-Karam Family Trust; and (iii) the indirect beneficial owner of 24,659 shares of Common Stock through Emerging Company Partners LLC.
( 3 )The reporting person's beneficial ownership of Common Stock as of the date of this filing is reflected in the Form 4/A filed on August 20, 2025.
( 4 )West-Karam Family Trust is the record holder of such securities. The reporting person is trustee of the West-Karam Family Trust, of which the reporting person and members of the reporting person's immediate family are the sole beneficiaries. The reporting person remains the beneficial owner of the securities held by the trust.
( 5 )Following the reported transaction, the reporting person was (i) the direct beneficial owner of 131,626 shares of Common Stock, including 106,626 unvested RSUs; (ii) the indirect beneficial owner of 129,355 shares of Common Stock through the West-Karam Family Trust; and (iii) the indirect beneficial owner of 0 shares of Common Stock through Emerging Company Partners LLC.
( 6 )Emerging Company Partners LLC is the record holder of such securities. The reporting person controls this entity.
( 7 )Following the reported transaction, the reporting person was (i) the direct beneficial owner of 44,837 shares of Common Stock, including 19,837 unvested RSUs; and (ii) the indirect beneficial owner of 237,840 shares of Common Stock through the West-Karam Family Trust.

Remarks:
This Form 4 reflects previously unreported transfers to the West-Karam Family Trust, for no consideration, of shares of Common Stock of which the reporting person was, on the specified date of transfer, the direct beneficial owner or indirect beneficial owner through Emerging Company Partners LLC, an entity controlled by the reporting person. On the date of each such transfer and continuing through the date hereof, the reporting person was trustee of the West-Karam Family Trust and the reporting person and members of the reporting person's immediate family were the sole beneficiaries of the trust.

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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