FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
D-Wave Quantum Inc. [ QBTS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/10/2024 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 36,351 | A | $0 | 299,156(1) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | 58,255 | (2) | 01/10/2034 | Common Stock | 58,255 | $0 | 58,255 | D | ||||
Stock Option (right to buy) | $0.91 | (3) | 05/05/2030 | Common Stock | 16,592 | 16,592 | D | ||||||||
Stock Option (right to buy) | $0.91 | (4) | 05/05/2030 | Common Stock | 27,668 | 27,668 | D | ||||||||
Stock Option (right to buy) | $0.91 | (5) | 11/17/2030 | Common Stock | 9,118 | 9,118 | D | ||||||||
Stock Option (right to buy) | $0.92 | (6) | 08/20/2031 | Common Stock | 53,379 | 53,379 | D |
Explanation of Responses: |
1. Includes: (a) 178,672 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, and (ii) 85,360 RSUs granted on March 27, 2023 and vesting as follows: 21,340 on March 27, 2024 and the remaining 54,020 will vest quarterly at a rate of 6.25% beginning July 27, 2024, and (b) 8,162 Common Stock acquired under the Employee Stock Purchase Plan ("ESPP") of D-Wave Quantum Inc. (the "Issuer"). In accordance with the ESPP, the 8,162 Common Stock were purchased at a price equal to 85% of the closing price of the Issuer's Common Stock on November 30, 2023. |
2. This option has vested and is exercisable as of the grant date as to all 58,255 shares of Common Stock. |
3. This option has vested and is exercisable as of the date hereof as to all 16,592 shares of Common Stock. |
4. The option has vested and is exercisable as of the date hereof as to 25,364 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 2,304 shares of Common Stock. |
5. The option has vested and is exercisable as of the date hereof as to 7,222 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 1,896 shares of Common Stock. |
6. The option has vested and is exercisable as of the date hereof as to 32,251 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 21,128 shares of Common Stock. |
/s/ Diane Nguyen | 01/16/2024 | |
** Signature of Reporting Person | Date | |
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. |