0000899243-21-049126.txt : 20211221 0000899243-21-049126.hdr.sgml : 20211221 20211221063034 ACCESSION NUMBER: 0000899243-21-049126 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211217 FILED AS OF DATE: 20211221 DATE AS OF CHANGE: 20211221 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Horning Sandra CENTRAL INDEX KEY: 0001638709 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40312 FILM NUMBER: 211506802 MAIL ADDRESS: STREET 1: 333 LAKESIDE DRIVE CITY: FOSTER CITY STATE: CA ZIP: 94404 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: 6173152266 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 X0306 4 2021-12-17 0 0001843762 EQRx, Inc. EQRX 0001638709 Horning Sandra EQRX, INC. 50 HAMPSHIRE STREET CAMBRIDGE MA 02139 1 0 0 0 Common Stock 2021-12-17 4 A 0 470250 A 470250 D Stock Option (Right to Buy) 0.44 2021-12-17 4 A 0 313500 0.00 A 2030-08-21 Common Stock 313500 313500 D Earn-out Shares 2021-12-17 4 A 0 107364 A 2024-12-17 Common Stock 107364 107364 D On December 17, 2021, upon consummation of the transactions (the "Closing" of the "Business Combination") contemplated by the Agreement and Plan of Merger dated August 5, 2021 (the "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., "Legacy EQRx"), each share of Legacy EQRx capital stock was exchanged, pursuant to the Merger Agreement, for shares of the Issuer's Common Stock. These options were issued under the Legacy EQRx 2019 Stock Option and Grant Plan (the "2019 Plan") and were assumed in the Business Combination pursuant to the terms of the Merger Agreement and the 2019 Plan and are now exercisable for shares of the Issuer's Common Stock. The shares underlying this option vest and become exercisable in 16 equal quarterly installments commencing August 21, 2020, subject to the Reporting Person's continuous service as of each vesting date. Upon consummation of the Business Combination, the Reporting Person received the right to acquire 107,364 shares of the Issuer's Common Stock (the "Earn-out Shares"), (i) 75,155 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) 32,209 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 on or prior to December 17, 2024 will be forfeited and cancelled, and the maximum number of Earn-out Shares the Reporting Person may be eligible to acquire is subject to adjustment per the terms of the Merger Agreement. /s/ William Collins, Attorney-in-Fact 2021-12-20