Amendment: Director West Steven M sold $2,603,540 worth of shares (144,000 units at $18.08), decreasing direct ownership by 56% to 19,837 units (SEC Form 4)
$QBTS
EDP Services
Technology
| 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 |
|
|||||||||||||||
| 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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
D-Wave Quantum Inc. [ QBTS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 08/13/2025 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) 08/15/2025 |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $0.0001 per share ("Common Stock") | 08/13/2025 | S | 119,000 | D | $18.06 | 118,840 | I | See Footnote(1) | ||
| Common Stock, par value $0.0001 per share ("Common Stock") | 08/13/2025 | S | 25,000 | D | $18.176(2) | 19,837(3) | 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. West-Karam Family Trust is the record holder of such securities. The reporting person is trustee of the West-Karam Family Trust, of which the reporting person and members of the reporting person's immediate family are the sole beneficiaries. The reporting person remains the beneficial owner of the securities held by the trust. |
| 2. The sales price reported is the weighted average sale price for the number of shares sold. These shares were sold in multiple transactions at prices ranging from $18.17 to $18.19, inclusive. Full information regarding the number of shares sold at each separate price will be supplied upon request by Securities and Exchange Commission Staff, the Issuer or a security holder of the Issuer. |
| 3. Consists of 19,837 unvested restricted stock units. |
| Remarks: |
| This Form 4/A amends the Form 4 filed by the reporting person on August 15, 2025 (the "Initial Form 4"). As previously reported in the Form 4 filed by the reporting person on August 20, 2025, commencing on July 12, 2024, a portion of the reporting person's beneficial ownership of shares of Common Stock has consisted of indirect beneficial ownership of shares through the West-Karam Family Trust, and commencing on August 22, 2024, the reporting person ceased to indirectly beneficially own shares of Common Stock through Emerging Company Partners LLC. Accordingly, this Form 4/A corrects the Initial Form 4 in the following respects: (1) line 1 of Table I has been amended to reflect that 119,000 shares of Common Stock were sold by the West-Karam Family Trust rather than the reporting person in his direct capacity, and that following such reported transaction, the reporting person indirectly beneficially owns 118,840 shares of Common Stock through the West-Karam Family Trust; (2) line 2 of Table I continues to reflect the sale of 25,000 shares by the reporting person in his direct capacity, and has been amended to reflect that following such reported transaction, the reporting person directly beneficially owns 19,837 shares of Common Stock, consisting of unvested restricted stock units; and (3) line 3 of Table I has been deleted, because the reporting person ceased to indirectly beneficially own shares of Common Stock through Emerging Company Partners LLC on August 22, 2024. |
| /s/ Steven West | 08/20/2025 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||