Director Michor Franziska was granted 105,037 shares (SEC Form 4)
$RXRX
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
RECURSION PHARMACEUTICALS, INC. [ RXRX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/20/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Class A Common Stock | 11/20/2024 | A | 30,618 | A | (1) | 30,618 | D | |||
| Class A Common Stock | 11/20/2024 | A | 15,335(2) | A | $0 | 45,953 | D | |||
| Class A Common Stock | 11/20/2024 | A | 17,694(3) | A | $0 | 63,647 | D | |||
| Class A Common Stock | 11/20/2024 | A(4) | 41,390 | A | $0 | 105,037 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Stock Option (Right to Buy) | $6.59 | 11/20/2024 | A | 30,670 | (5) | 05/02/2033 | Class A Common Stock | 30,670 | (6) | 30,670 | D | ||||
| Stock Option (Right to Buy) | $7.34 | 11/20/2024 | A | 15,286 | (7) | 05/16/2033 | Class A Common Stock | 15,286 | (8) | 15,286 | D | ||||
| Stock Option (Right to Buy) | $6.64 | 11/20/2024 | A | 17,694 | (9) | 05/14/2034 | Class A Common Stock | 17,694 | (10) | 17,694 | D | ||||
| Stock Option (Right to Buy) | $6.04 | 11/20/2024 | A | 82,781 | (11) | 11/21/2034 | Class A Common Stock | 82,781 | $0 | 82,781 | D | ||||
| Explanation of Responses: |
| 1. (1) Received in exchange for [] ordinary shares of Exscientia plc ("Exscientia") in connection with the acquisition of the entire issued and to be issued share capital of Exscientia by Recursion Pharmaceuticals, Inc. ("Recursion") on November 20, 2024 (the "Transaction"). The last closing price on The Nasdaq Stock Market prior to the effective time of the Transaction of (a) the American Depositary Shares ("ADSs") representing ordinary shares of Exscientia was $4.84 per ADS, and (b) Recursion's Class A common stock was $6.27 per share. |
| 2. Represents restricted stock units ("RSUs") that were exchanged in connection with the Transaction, each RSU representing the right to receive one share of Class A common stock of Recursion. The RSUs vest in equal quarterly installments beginning on November 3, 2024 and continuing through May 3, 2026, subject to the Reporting Person continuing to be a service provider through the applicable vesting dates. |
| 3. Represents RSUs that were exchanged in connection with the Transaction, each RSU representing the right to receive one share of Class A common stock of Recursion. The RSUs will vest onMay 15, 2025, subject to the Reporting Person continuing to be a service provider through the applicable vesting date. |
| 4. Represents a grant of restricted stock units automatically granted pursuant to Recursion's Outside Director Compensation Policy. The restricted stock units will vest as to 1/3rd of the shares subject to the award on the first three anniversaries of November 20, 2024, subject to the Reporting Person continuing to be a service provider through the applicable vesting dates. |
| 5. Options vest and become exercisable in equal quarterly installments over a three year period beginning May 3, 2023, subject to the Reporting Person continuing to be a service provider through the applicable vesting dates. |
| 6. Received in the Transaction in exchange for a share option to acquire 39,683 Exscientia ordinary shares for $5.09 per share. |
| 7. Options vest and become exercisable on May 17, 2024, subject to the Reporting Person continuing to be a service provider through the applicable vesting date. |
| 8. Received in the Transaction in exchange for a share option to acquire 19,778 Exscientia ordinary shares for $5.67 per share. |
| 9. Options vest and become exercisable on May 15, 2025, subject to the Reporting Person continuing to be a service provider through the applicable vesting date. |
| 10. Received in the Transaction in exchange for a share option to acquire 22,894 Exscientia ordinary shares for $5.13 per share. |
| 11. Represents a grant of options automatically granted pursuant to Recursion's Outside Director Compensation Policy. The shares subject to this option will vest and become exercisable as to 1/3rd of the shares subject to the award on the first three anniversaries of November 20, 2024, subject to the Reporting Person continuing to be a service provider through the applicable vesting dates. |
| Remarks: |
| Jonathan D. Golightly, attorney-in-fact | 11/22/2024 | |
| ** 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). | ||
| 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. | ||