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