0000899243-23-020291.txt : 20231109 0000899243-23-020291.hdr.sgml : 20231109 20231109160610 ACCESSION NUMBER: 0000899243-23-020291 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20231109 FILED AS OF DATE: 20231109 DATE AS OF CHANGE: 20231109 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Andreessen Marc L CENTRAL INDEX KEY: 0001160077 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40312 FILM NUMBER: 231392322 MAIL ADDRESS: STREET 1: C/O ARNOLD & PORTER LLP STREET 2: 3 EMBARCADERO CENTER 7TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FORMER NAME: FORMER CONFORMED NAME: ANDREESSEN MARC L DATE OF NAME CHANGE: 20010925 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HOROWITZ BENJAMIN A CENTRAL INDEX KEY: 0001166586 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40312 FILM NUMBER: 231392321 MAIL ADDRESS: STREET 1: 2865 SAND HILL ROAD #101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Andreessen Horowitz LSV Fund I, L.P. CENTRAL INDEX KEY: 0001772284 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40312 FILM NUMBER: 231392329 BUSINESS ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 798-5800 MAIL ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AH Equity Partners LSV I, L.L.C. CENTRAL INDEX KEY: 0001772287 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40312 FILM NUMBER: 231392330 BUSINESS ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 798-5800 MAIL ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Andreessen Horowitz LSV Fund I-Q, L.P. CENTRAL INDEX KEY: 0001772407 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40312 FILM NUMBER: 231392327 BUSINESS ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 798-5800 MAIL ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Andreessen Horowitz LSV Fund I-B, L.P. CENTRAL INDEX KEY: 0001772420 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40312 FILM NUMBER: 231392328 BUSINESS ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 798-5800 MAIL ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Andreessen Horowitz LSV Fund II, L.P. CENTRAL INDEX KEY: 0001829357 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40312 FILM NUMBER: 231392325 BUSINESS ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 798-5800 MAIL ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AH Equity Partners LSV II, L.L.C. CENTRAL INDEX KEY: 0001829384 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40312 FILM NUMBER: 231392326 BUSINESS ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 798-5800 MAIL ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Andreessen Horowitz LSV Fund II-Q, L.P. CENTRAL INDEX KEY: 0001829458 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40312 FILM NUMBER: 231392323 BUSINESS ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 798-5800 MAIL ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Andreessen Horowitz LSV Fund II-B, L.P. CENTRAL INDEX KEY: 0001829459 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40312 FILM NUMBER: 231392324 BUSINESS ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 798-5800 MAIL ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EQRx, Inc. CENTRAL INDEX KEY: 0001843762 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 861691173 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 50 HAMPSHIRE STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: (617) 315-2255 MAIL ADDRESS: STREET 1: 50 HAMPSHIRE STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139 FORMER COMPANY: FORMER CONFORMED NAME: CM Life Sciences III Inc. DATE OF NAME CHANGE: 20210201 4 1 doc4.xml FORM 4 SUBMISSION X0508 4 2023-11-09 1 0001843762 EQRx, Inc. EQRX 0001772287 AH Equity Partners LSV I, L.L.C. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001772284 Andreessen Horowitz LSV Fund I, L.P. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001772420 Andreessen Horowitz LSV Fund I-B, L.P. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001772407 Andreessen Horowitz LSV Fund I-Q, L.P. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001829384 AH Equity Partners LSV II, L.L.C. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001829357 Andreessen Horowitz LSV Fund II, L.P. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001829459 Andreessen Horowitz LSV Fund II-B, L.P. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001829458 Andreessen Horowitz LSV Fund II-Q, L.P. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001160077 Andreessen Marc L 2865 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001166586 HOROWITZ BENJAMIN A 2865 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0 Common Stock 2023-11-09 4 U 0 12264 D 0 I By AD Holdings, LLC Common Stock 2023-11-09 4 U 0 17438465 D 0 I By AH Bio Fund II, L.P. Common Stock 2023-11-09 4 U 0 19192015 D 0 I By AH Bio Fund III, L.P. Common Stock 2023-11-09 4 U 0 11433677 D 0 I By Andreessen Horowitz LSV Fund I, L.P. Common Stock 2023-11-09 4 U 0 5000000 D 0 I By Andreessen Horowitz LSV Fund II, L.P. Earn-out Shares 2023-11-09 4 U 0 2401418 D 2024-12-17 Common Stock 2401418 0 I By AH Bio Fund II, L.P. Earn-out Shares 2023-11-09 4 U 0 2642897 D 2024-12-17 Common Stock 2642897 0 I By AH Bio Fund III, L.P. Earn-out Shares 2023-11-09 4 U 0 1574510 D 2024-12-17 Common Stock 1574510 0 I By Andreessen Horowitz LSV Fund I, L.P. This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger dated July 31, 2023 (the "Merger Agreement"), by and among the Issuer, Revolution Medicines, Inc. ("Revolution Medicines"), Equinox Merger Sub, Inc., a direct, wholly owned subsidiary of Revolution Medicines ("Merger Sub I"), and Equinox Merger Sub II LLC, a direct, wholly owned subsidiary of Revolution Medicines ("Merger Sub II"), pursuant to which Merger Sub I merged with and into the Issuer effective as of November 9, 2023 (the "Effective Time"), with the Issuer surviving such merger as a direct, wholly owned subsidiary of Revolution Medicines (the "First Merger"), and promptly after the First Merger, the Issuer merged with and into Merger Sub II, with Merger Sub II surviving such merger as a direct, wholly owned subsidiary of Revolution Medicines. At the Effective Time, each share of Issuer common stock that was issued and outstanding immediately prior to the Effective Time was converted into the right to receive a number of validly issued, fully paid and non-assessable shares of Revolution Medicines common stock equal to 0.1112 (the "Exchange Ratio") and cash in lieu of any fractional shares of Revolution Medicines common stock any former holder of Issuer common stock would otherwise be entitled to receive, without interest and subject to any required tax withholding, upon the terms and subject to the conditions of the Merger Agreement. The reported securities are held by AD Holdings, LLC, of which Marc Andreessen is a manager. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by AD Holdings, LLC (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of such person's pecuniary interest therein, if any. The reported securities are held by AH Bio Fund II, L.P., for itself and as nominee for AH Bio Fund II-B, L.P. (collectively, the "AH Bio Fund II Entities"). AH Equity Partners Bio II, L.L.C. ("AH EP Bio II") is the general partner of the AH Bio Fund II Entities and may be deemed to have sole voting and dispositive power with regard to the securities held by the AH Bio Fund II Entities. The managing members of AH EP Bio II are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz may be deemed to have shared voting and dispositive power with respect to the securities held by the AH Bio Fund II Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Bio Fund II Entities (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of such person's pecuniary interest therein, if any. The reported securities are held by AH Bio Fund III, L.P., for itself and as nominee for AH Bio Fund III-B, L.P. and AH Bio Fund III-Q, L.P. (collectively, the "AH Bio Fund III Entities"). AH Equity Partners Bio III, L.L.C. ("AH EP Bio III") is the general partner of the AH Bio Fund III Entities and may be deemed to have sole voting and dispositive power with regard to the securities held by the AH Bio Fund III Entities. The managing members of AH EP Bio III are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz may be deemed to have shared voting and dispositive power with respect to the securities held by the AH Bio Fund III Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Bio Fund III Entities (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of such person's pecuniary interest therein, if any. The reported securities are held by Andreessen Horowitz LSV Fund I, L.P., for itself and as nominee for Andreessen Horowitz LSV Fund I-B, L.P. and Andreessen Horowitz LSV Fund I-Q, L.P. (collectively, the "AH LSV Fund I Entities"). AH Equity Partners LSV I, L.L.C. ("AH EP LSV I") is the general partner of the AH LSV Fund I Entities and may be deemed to have sole voting and dispositive power with regard to the securities held by the AH LSV Fund I Entities. The managing members of AH EP LSV I are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz may be deemed to have shared voting and dispositive power with respect to the securities held by the AH LSV Fund I Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH LSV Fund I Entities (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of such person's pecuniary interest therein, if any. The reported securities are held by Andreessen Horowitz LSV Fund II, L.P., for itself and as nominee for Andreessen Horowitz LSV Fund II-B, L.P. and Andreessen Horowitz LSV Fund II-Q, L.P. (collectively, the "AH LSV Fund II Entities"). AH Equity Partners LSV II, L.L.C. ("AH EP LSV II") is the general partner of the AH LSV Fund II Entities and may be deemed to have sole voting and dispositive power with regard to the securities held by the AH LSV Fund II Entities. The managing members of AH EP LSV II are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz may be deemed to have shared voting and dispositive power with respect to the securities held by the AH LSV Fund II Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH LSV Fund II Entities (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of such person's pecuniary interest therein, if any. Pursuant to the terms of the Agreement and Plan of Merger dated August 5, 2021 (the "DeSPAC Merger Agreement"), by and among the Issuer (f/k/a CM Life Sciences III Inc.), Clover III Merger Sub Inc. and EQRx International, Inc. (f/k/a EQRx, Inc.), AH Bio Fund II, L.P., AH Bio Fund III, L.P. and Andreessen Horowitz LSV Fund I, L.P. (together, the "AH Funds") were allocated the right to acquire an aggregate of 6,618,825 shares of Issuer common stock (the "Earn-out Shares"), (i) 4,633,177 of which will be released from escrow if the value weighted average price ("VWAP") for at least 20 of any 30 consecutive trading days following December 17, 2022 is at least $12.50; and (ii) 1,985,648 of which will be released from such escrow if the VWAP for at least 20 of any 30 consecutive trading days following December 17, 2022 is at least $16.50. Any Earn-out Shares not eligible to be released from escrow on or prior to the Effective Time, together with any other right, title or interest in or to such Earn-out Shares, are waived by the AH Funds and terminated. Each share of Issuer common stock that was issued and outstanding immediately prior to the Effective Time and held in escrow subject to the earn-out on the terms and subject to the conditions of the DeSPAC Merger Agreement was converted in the same manner as all other shares of Issuer common stock under the Merger Agreement. Form 2 of 2: This Form 4 is the second of two Forms 4 being filed relating to the same event. The Form 4 has been split into two filings because there are more than 10 Reporting Persons total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 Reporting Persons. Exhibit 24.1 Power of Attorney for Marc L. Andreessen. Exhibit 24.2 Power of Attorney for Benjamin Horowitz. AH Equity Partners LSV I, L.L.C., By: /s/ Phil Hathaway, Phil Hathaway, Chief Operating Officer 2023-11-09 Andreessen Horowitz LSV Fund I, L.P., By: AH Equity Partners LSV I, L.L.C., Its: General Partner, By: /s/ Phil Hathaway, Phil Hathaway, Chief Operating Officer 2023-11-09 Andreessen Horowitz LSV Fund I-B, L.P., By: AH Equity Partners LSV I, L.L.C., Its: General Partner, By: /s/ Phil Hathaway, Phil Hathaway, Chief Operating Officer 2023-11-09 Andreessen Horowitz LSV Fund I-Q, L.P., By: AH Equity Partners LSV I, L.L.C., Its: General Partner, By: /s/ Phil Hathaway, Phil Hathaway, Chief Operating Officer 2023-11-09 AH Equity Partners LSV II, L.L.C., By: /s/ Phil Hathaway, Phil Hathaway, Chief Operating Officer 2023-11-09 Andreessen Horowitz LSV Fund II, L.P., By: AH Equity Partners LSV II, L.L.C., Its: General Partner, By: /s/ Phil Hathaway, Phil Hathaway, Chief Operating Officer 2023-11-09 Andreessen Horowitz LSV Fund II-B, L.P., By: AH Equity Partners LSV II, L.L.C., Its: General Partner, By: /s/ Phil Hathaway, Phil Hathaway, Chief Operating Officer 2023-11-09 Andreessen Horowitz LSV Fund II-Q, L.P., By: AH Equity Partners LSV II, L.L.C., Its: General Partner, By: /s/ Phil Hathaway, Phil Hathaway, Chief Operating Officer 2023-11-09 MARC L. ANDREESSEN, By: /s/ Phil Hathaway, Attorney-in-Fact for Marc L. Andreessen 2023-11-09 BENJAMIN HOROWITZ, By: /s/ Phil Hathaway, Attorney-in-Fact for Benjamin Horowitz 2023-11-09 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT

                                                                   Exhibit 24.1

                                POWER OF ATTORNEY

        The undersigned individual (the "Reporting Person") hereby authorizes
and designates each entity affiliated with AH Capital Management, L.L.C., or
such other person or entity as is designated in writing by Marc Andreessen (the
"Designated Filer") as the beneficial owner to prepare and file on behalf of the
Reporting Person individually, or jointly together with other reporting persons,
any and all reports, notices, communications and other documents (including, but
not limited to, reports on Schedule 13D, Schedule 13G, Form 13-F, Form 3, Form
4 and Form 5) that the Reporting Person may be required to file with the United
States Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended (together with the implementing regulations thereto, the "Act")
and the Securities Exchange Act of 1934, as amended (together with the
implementing regulations thereto, the "Exchange Act") (collectively, the
"Reports") with respect to the Reporting Person's ownership of, or transactions
in, securities of any entity whose securities are beneficially owned (directly
or indirectly) by the Reporting Person (collectively, the "Companies").

        The Reporting Person hereby further authorizes and designates Phil
Hathaway (the "Authorized Signatory") to execute and file on behalf of the
Reporting Person the Reports and to perform any and all other acts, which in the
opinion of the Designated Filer or Authorized Signatory may be necessary or
incidental to the performance of the foregoing powers herein granted.

        The authority of the Designated Filer and the Authorized Signatory under
this Document with respect to the Reporting Person shall continue until the
Reporting Person is no longer required to file any Reports with respect to the
Reporting Person's ownership of, or transactions in, the securities of the
Companies, unless earlier revoked in writing. The Reporting Person acknowledges
that the Designated Filer and the Authorized Signatory are not assuming any of
the Reporting Person's responsibilities to comply with the Act or the Exchange
Act.

June 23, 2023                                 By: /s/ Marc Andreessen
                                                  -------------------
                                              Marc Andreessen

EX-24.2 3 attachment2.htm EX-24.2 DOCUMENT

                                                                   Exhibit 24.2

                                POWER OF ATTORNEY

        The undersigned individual (the "Reporting Person") hereby authorizes
and designates each entity affiliated with AH Capital Management, L.L.C., or
such other person or entity as is designated in writing by Ben Horowitz (the
"Designated Filer") as the beneficial owner to prepare and file on behalf of the
Reporting Person individually, or jointly together with other reporting persons,
any and all reports, notices, communications and other documents (including, but
not limited to, reports on Schedule 13D, Schedule 13G, Form 13-F, Form 3, Form
4 and Form 5) that the Reporting Person may be required to file with the United
States Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended (together with the implementing regulations thereto, the "Act")
and the Securities Exchange Act of 1934, as amended (together with the
implementing regulations thereto, the "Exchange Act") (collectively, the
"Reports") with respect to the Reporting Person's ownership of, or transactions
in, securities of any entity whose securities are beneficially owned (directly
or indirectly) by the Reporting Person (collectively, the "Companies").

        The Reporting Person hereby further authorizes and designates Phil
Hathaway (the "Authorized Signatory") to execute and file on behalf of the
Reporting Person the Reports and to perform any and all other acts, which in the
opinion of the Designated Filer or Authorized Signatory may be necessary or
incidental to the performance of the foregoing powers herein granted.

        The authority of the Designated Filer and the Authorized Signatory under
this Document with respect to the Reporting Person shall continue until the
Reporting Person is no longer required to file any Reports with respect to the
Reporting Person's ownership of, or transactions in, the securities of the
Companies, unless earlier revoked in writing. The Reporting Person acknowledges
that the Designated Filer and the Authorized Signatory are not assuming any of
the Reporting Person's responsibilities to comply with the Act or the Exchange
Act.

June 22, 2023                                 By: /s/ Benjamin Horowitz
                                                  ---------------------
                                                  Benjamin Horowitz