SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Picularium, LLC (Last) (First) (Middle) 1166 AVENUE OF THE AMERICAS, 9TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/15/2020	3. Issuer Name and Ticker or Trading Symbol Relay Therapeutics, Inc. [ RLAY ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock, $0.001 par value per share	(1)	(1)	Common Stock, $0.001 par value per share	9,999,999	(1)	D(3)
Series C Preferred Stock, $0.001 par value per share	(2)	(2)	Common Stock, $0.001 par value per share	1,651,471	(2)	D(3)

1. Name and Address of Reporting Person* Picularium, LLC (Last) (First) (Middle) 1166 AVENUE OF THE AMERICAS, 9TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SHAW DAVID E (Last) (First) (Middle) 120 WEST 45TH STREET, 39TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Each share of Relay Therapeutics, Inc. ("Issuer") Series A Preferred Stock, $0.001 par value per share, is convertible into shares of Issuer Common Stock, $0.001 par value per share ("Common Stock"), at any time at the option of the holder. Shares of Series A Preferred Stock will automatically convert into shares of the Common Stock upon the closing of the Issuer's initial public offering of Common Stock. The current conversion rate is .281617 of a share of Common Stock for each share of Series A Preferred Stock (reflecting a one-for-3.55092 reverse stock split effected on July 8, 2020). The shares had no expiration date.

2. Each share of Issuer Series C Preferred Stock, $0.001 par value per share, is convertible into shares of Common Stock at any time at the option of the holder. Shares of Series C Preferred Stock will automatically convert into shares of Common Stock upon the closing of the Issuer's initial public offering of Common Stock. The current conversion rate is .2985366 of a share of Common Stock for each share of Series C Preferred Stock (reflecting a one-for-3.55092 reverse stock split effected on July 8, 2020). The shares had no expiration date.

3. David E. Shaw is President and sole shareholder of D. E. Shaw & Co., II, Inc., which is the sole member of D. E. Shaw Technology Development, LLC, which is the managing member of D. E Shaw Research, LLC, which is the sole member and manager of Picularium, LLC. David E. Shaw disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein, if any.

Remarks:

	PICULARIUM, LLC, A Delaware limited liability company, By: D.E. Shaw Research, LLC, its manager, By: /s/ David E. Shaw, Name: David E. Shaw, Title: Authorized Signatory	07/15/2020
	/s/ David E. Shaw, David E. Shaw	07/15/2020
	** Signature of Reporting Person	Date
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