0000899243-23-020306.txt : 20231109 0000899243-23-020306.hdr.sgml : 20231109 20231109161802 ACCESSION NUMBER: 0000899243-23-020306 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231109 FILED AS OF DATE: 20231109 DATE AS OF CHANGE: 20231109 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MERKSAMER SAMUEL J. CENTRAL INDEX KEY: 0001501581 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40312 FILM NUMBER: 231392747 MAIL ADDRESS: STREET 1: C/O ICAHN CAPITAL LP STREET 2: 767 FIFTH AVENUE, 47TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 FORMER NAME: FORMER CONFORMED NAME: MERKSAMER SAMUEL DATE OF NAME CHANGE: 20100920 FORMER NAME: FORMER CONFORMED NAME: MERKSAMER SAM DATE OF NAME CHANGE: 20100917 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 0001501581 MERKSAMER SAMUEL J. EQRX, INC. 50 HAMPSHIRE STREET CAMBRIDGE MA 02139 1 0 0 0 0 Stock Option (Right to Buy) 4.95 2023-11-09 4 D 0 101010 0.00 D 2032-09-30 Common Stock 101010 0 D 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. Pursuant to the Merger Agreement, each Issuer stock option that was outstanding and unexercised became fully vested and exercisable as of immediately prior to the Effective Time. At the Effective Time, each Issuer stock option that was outstanding immediately prior to the Effective Time and had an exercise price per share less than $2.16 (an "In-the-Money Option") was cancelled and converted automatically into the right to receive a number of shares of Revolution Medicines common stock equal to the quotient of (i) the product of (a) the number of shares of Issuer common stock subject to the In-the-Money Option immediately prior to the Effective Time, multiplied by (b) the excess of $2.16 over the exercise price of such In-the-Money Option, divided by (ii) $19.4690, less the number of shares of Revolution Medicines common stock having a fair market value as of the Effective Time equal to the amount necessary to satisfy the award holder's tax withholding obligations. (All Issuer stock options that did not constitute In-the-Money Options were terminated at the Effective Time for no consideration). /s/ William Collins, Attorney-in-Fact 2023-11-09