General Counsel Nguyen Diane exercised 141,421 shares at a strike of $1.02 and sold $1,610,054 worth of shares (85,762 units at $18.77), increasing direct ownership by 10% to 590,323 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 |
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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
D-Wave Quantum Inc. [ QBTS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/23/2025 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock, par value $0.0001 per share ("Common Stock") | 05/23/2025 | M | 58,255 | A | $0.846 | 592,919(1) | D | |||
| Common Stock, par value $0.0001 per share ("Common Stock") | 05/23/2025 | M | 15,419 | A | $2.1 | 608,338(1) | D | |||
| Common Stock, par value $0.0001 per share ("Common Stock") | 05/23/2025 | M | 51,155 | A | $0.92 | 659,493(1) | D | |||
| Common Stock, par value $0.0001 per share ("Common Stock") | 05/23/2025 | M | 16,592 | A | $0.91 | 676,085(1) | D | |||
| Common Stock, par value $0.0001 per share ("Common Stock") | 05/23/2025 | S(2) | 2,596 | D | $18.982(3) | 673,489(1) | D | |||
| Common Stock, par value $0.0001 per share ("Common Stock") | 05/23/2025 | S | 83,166 | D | $18.767(4) | 590,323(1) | 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) | $0.846 | 05/23/2025 | M | 58,255 | (5) | 01/10/2034 | Common Stock, par value $0.0001 per share ("Common Stock") | 58,255 | $0.846 | 0 | D | ||||
| Stock Option (right to buy) | $2.1 | 05/23/2025 | M | 15,419 | (6) | 03/27/2034 | Common Stock, par value $0.0001 per share ("Common Stock") | 15,419 | $2.1 | 84,581 | D | ||||
| Stock Option (right to buy) | $0.92 | 05/23/2025 | M | 51,155 | (7) | 08/20/2031 | Common Stock, par value $0.0001 per share ("Common Stock") | 51,155 | $0.92 | 2,224 | D | ||||
| Stock Option (right to buy) | $0.91 | 05/23/2025 | M | 16,592 | (5) | 05/05/2030 | Common Stock, par value $0.0001 per share ("Common Stock") | 16,592 | $0.91 | 27,668 | D | ||||
| Stock Option (right to buy) | $0.91 | (5) | 11/17/2030 | Common Stock, par value $0.0001 per share ("Common Stock") | 9,118 | 9,118 | D | ||||||||
| Explanation of Responses: |
| 1. Includes 301,057 shares of unvested restricted stock units. |
| 2. Represents shares of Common Stock sold by the Reporting Person in connection with the exercise of 58,255 stock options. |
| 3. The sales price reported is the weighted average sale price for the number of shares sold to cover the cashless exercise of stock options. These shares were sold in multiple transactions at prices ranging from $18.94 to $19.065, 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. |
| 4. 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 $18.72 to $18.8199, 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. |
| 5. This option has vested and is exercisable as of the date hereof. |
| 6. The option has vested and is exercisable as of the date hereof as to 50,000 shares of Common Stock and the remaining portion of the option vests in equal monthly installments on the 1st of each month through May 1, 2027 as to 50,000 shares of Common Stock. |
| 7. The option has vested and is exercisable as of the date hereof as to 51,155 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 2,224 shares of Common Stock. |
| Remarks: |
| /s/ Diane Nguyen | 05/28/2025 | |
| ** 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. | ||