SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Michael Emil

(Last)

(First)

(Middle)

2650 EAST BAYSHORE ROAD

(Street)

PALO ALTO

94303

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
D-Wave Quantum Inc. [ QBTS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.0001 per share ("Common Stock")	06/06/2024		A		106,626⁽¹⁾	A	$0	993,674⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants	$11.5	06/05/2024		S			41,216	09/05/2022	08/05/2027	Common Stock⁽³⁾	59,933	$0.1435⁽⁴⁾	2,567,228	D
Warrants	$11.5	06/06/2024		S			78,552	09/05/2022	08/05/2027	Common Stock⁽³⁾	114,225	$0.1386⁽⁵⁾	2,488,676	D
Warrants	$11.5	06/06/2024		S			2,310	09/05/2022	08/05/2027	Common Stock⁽³⁾	3,359	$0.1421⁽⁶⁾	2,486,366	D
Warrants	$11.5	06/07/2024		S			15,665	09/05/2022	08/05/2027	Common Stock⁽³⁾	22,778	$0.139⁽⁷⁾	2,470,701	D

Explanation of Responses:

1. Represents 106,626 restricted stock units, each restricted stock unit representing the right to receive one share of Common Stock of the Issuer, that will vest on May 31, 2025, subject to the reporting person's continued service to the Issuer.

2. Reflects a decrease of 90 shares of Common Stock to correct for an inadvertent error in the Column 4 amount reflected in connection with a previously reported transaction.

3. Each warrant is exercisable for 1.4541326 common shares.

4. This transaction was executed in multiple trades at prices ranging from $0.14 to $0.15875. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of warrants sold at each separate price for all transactions reported on this Form 4.

5. This transaction was executed in multiple trades at prices ranging from $0.1350 to $0.1750. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of warrants sold at each separate price for all transactions reported on this Form 4.

6. This transaction was executed in multiple trades at prices ranging from $0.14 to $0.15. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of warrants sold at each separate price for all transactions reported on this Form 4.

7. This transaction was executed in multiple trades at prices ranging from $0.135 to $0.1444. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of warrants sold at each separate price for all transactions reported on this Form 4.

Remarks:

As previously disclosed, on May 31, 2024, June 3, 2024 and June 4, 2024, the reporting person sold an aggregate of 100,450 warrants exercisable for 146,066 shares of Common Stock. The Form 4 filed on June 4, 2024 reporting these sales included a clerical error in the number of shares of common stock underlying the warrants sold on such dates.

	/s/ John M. Markovich, as Attorney-in-Fact, for Emil Michael	06/07/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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