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).

1. Name and Address of Reporting Person^*

Nguyen Diane

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/27/2024

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")	03/27/2024		A		80,000⁽¹⁾	A	$0	379,156⁽²⁾	D
Common Stock, par value $0.0001 per share ("Common Stock")	03/27/2024		A		100,000⁽³⁾	A	$0	479,156⁽⁴⁾	D
Common Stock, par value $0.0001 per share ("Common Stock")	03/27/2024		F		5,986	D	$1.95	473,170	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)
Stock Option (right to buy)	$2.1	03/27/2024		A		100,000		⁽⁵⁾	03/27/2034	Common Stock	100,000	$0	100,000	D
Stock Option (right to buy)	$0.846							⁽⁶⁾	01/10/2034	Common Stock	58,255		58,255	D
Stock Option (right to buy)	$0.91							⁽⁷⁾	05/05/2030	Common Stock	16,592		16,592	D
Stock Option (right to buy)	$0.91							⁽⁸⁾	05/05/2030	Common Stock	27,668		27,668	D
Stock Option (right to buy)	$0.91							⁽⁹⁾	11/17/2030	Common Stock	9,118		9,118	D
Stock Option (right to buy)	$0.92							⁽¹⁰⁾	08/20/2031	Common Stock	53,379		53,379	D

Explanation of Responses:

1. Represents 80,000 restricted stock units, each restricted stock unit representing the right to receive one share of Common Stock of the Issuer, that will vest 25% on March 27, 2025 and remaining will vest in equal quarterly installments beginning on June 27, 2025 through March 27, 2028, subject to the reporting person's continued service to the Issuer.

2. Includes: (a) 237,332 shares of unvested restricted stock units: (i) 93,312 RSUs granted on October 13, 2022 and vesting as follows: 46,656 on October 13, 2024 and October 13, 2025, (ii) 64,020 RSUs granted on March 27, 2023, which will vest quarterly at a rate of 6.25% beginning July 27, 2024, and (iii) 80,000 RSUs granted on March 27, 2024 and vesting as follows: 20,000 on March 27, 2025 and the remaining 60,000 RSUs will vest quarterly at a rate of 6.25% beginning June 27, 2025.

3. Represents 100,000 restricted stock units, each restricted stock unit representing the right to receive one share of Common Stock of the Issuer, that will vest 25% on May 1, 2024 and remaining will vest in equal quarterly installments beginning on August 1, 2024 through May 1, 2028, subject to the reporting person's continued service to the Issuer.

4. Includes: (a) 337,332 shares of unvested restricted stock units: (i) 93,312 RSUs granted on October 13, 2022 and vesting as follows: 46,656 on October 13, 2024 and October 13, 2025, (ii) 64,020 RSUs granted on March 27, 2023, which will vest quarterly at a rate of 6.25% beginning July 27, 2024, (iii) 80,000 RSUs granted on March 27, 2024 and vesting as follows: 20,000 on March 27, 2025 and the remaining 60,000 RSUs will vest quarterly at a rate of 6.25% beginning June 27, 2025, and (iv) 100,000 RSUs granted on March 27, 2024 and vesting as follows: 25,000 on May 1, 2024 and the remaining 75,000 RSUs will vest quarterly at a rate of 6.25% beginning August 1, 2024.

5. This option will vest 25% on May 1, 2024 and the remaining portion of the option vests thereafter in equal monthly installments on the 1st of each month through May 1, 2027 as to 75,000 shares of Common Stock.

6. This option will vest 25% on May 1, 2024 and the remaining portion of the option vests thereafter in equal monthly installments on the 1st of each month through May 1, 2027 as to 75,000 shares of Common Stock.

7. This option has vested and is exercisable as of the grant date as to all 58,255 shares of Common Stock.

8. The option has vested and is exercisable as of the date hereof as to 26,516 shares of Common Stock and the remaining portion of the option vests in equal monthly installments on the 5th of each month through May 5, 2024 as to 1,152 shares of Common Stock.

9. The option has vested and is exercisable as of the date hereof as to 7,601 shares of Common Stock and the remaining portion of the option vests in equal monthly installments on the 1st of each month through November 1, 2024 as to 1,517 shares of Common Stock.

10. The option has vested and is exercisable as of the date hereof as to 35,587 shares of Common Stock and the remaining portion of the option vests in equal monthly installments on the 16th of each month through July 16, 2025 as to 17,792 shares of Common Stock.

	/s/ Diane Nguyen	03/29/2024
	** 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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