Statement of Changes in Beneficial Ownership (4)
August 05 2022 - 06:35PM
Edgar (US Regulatory)
FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
|
OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
|
|
1. Name
and Address of Reporting Person * Gibson
Christopher |
2. Issuer Name and Ticker or Trading
Symbol RECURSION PHARMACEUTICALS, INC. [ RXRX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
Chief Executive Officer |
(Last)
(First)
(Middle)
C/O RECURSION PHARMACEUTICALS, 41 S. RIO GRANDE
STREET |
3. Date of Earliest Transaction (MM/DD/YYYY)
8/4/2022
|
(Street)
SALT LAKE CITY, UT 84101
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
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. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
8/4/2022 |
|
M(1) |
|
31250 |
A |
$2.48 |
560154 |
D |
|
Class A Common Stock |
8/4/2022 |
|
S(1) |
|
18325 |
D |
$9.5259 (2) |
541829 |
D |
|
Class A Common Stock |
8/4/2022 |
|
C(1)(3) |
|
18500 |
A |
$0.00 |
560329 |
D |
|
Class A Common Stock |
8/4/2022 |
|
S(1) |
|
18500 |
D |
$9.4529 (4) |
541829 |
D |
|
Class A Common Stock |
8/4/2022 |
|
C(1)(3) |
|
500 |
A |
$0.00 |
500 |
I |
by LAHWRAN-3 LLC (5) |
Class A Common Stock |
8/4/2022 |
|
S(1) |
|
500 |
D |
$9.4442 (6) |
0 |
I |
by LAHWRAN-3 LLC (5) |
Class A Common Stock |
8/4/2022 |
|
C(1)(3) |
|
1000 |
A |
$0.00 |
1000 |
I |
by LAHWRAN-4 LLC (7) |
Class A Common Stock |
8/4/2022 |
|
S(1) |
|
1000 |
D |
$9.4477 (8) |
0 |
I |
by LAHWRAN-4 LLC (7) |
Class A Common Stock |
8/4/2022 |
|
C(1)(3) |
|
1000 |
A |
$0.00 |
1000 |
I |
by Gibson Family Trust (9) |
Class A Common Stock |
8/4/2022 |
|
S(1) |
|
1000 |
D |
$9.447 (10) |
0 |
I |
by Gibson Family Trust (9) |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: 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 |
Class B Common Stock |
$0.00 |
8/4/2022 |
|
C (1)(3) |
|
|
18500 |
(11) |
(11) |
Class A Common Stock |
18500 |
$0.00 |
6751334 |
D |
|
Stock Option (Right to Buy) |
$11.40 |
|
|
|
|
|
|
(12) |
2/4/2032 |
Class A Common Stock |
0 |
|
416350 |
D |
|
Stock Option (Right to Buy) |
$11.40 |
|
|
|
|
|
|
2/4/2022 |
2/4/2032 |
Class A Common Stock |
0 |
|
5436 |
D |
|
Stock Option (Right to Buy) |
$2.48 |
8/4/2022 |
|
M (1) |
|
|
31250 |
(13) |
12/30/2030 |
Class A Common Stock |
31250 |
$0.00 |
918886 |
D |
|
Class B Common Stock |
$0.00 |
8/4/2022 |
|
C (1)(3) |
|
|
500 |
(11) |
(11) |
Class A Common Stock |
500 |
$0.00 |
542500 |
I |
by LAHWRAN-3 LLC (5) |
Class B Common Stock |
$0.00 |
8/4/2022 |
|
C (1)(3) |
|
|
1000 |
(11) |
(11) |
Class A Common Stock |
1000 |
$0.00 |
535000 |
I |
by LAHWRAN-4 LLC (7) |
Class B Common Stock |
$0.00 |
8/4/2022 |
|
C (1)(3) |
|
|
1000 |
(11) |
(11) |
Class A Common Stock |
1000 |
$0.00 |
131875 |
I |
by Gibson Family Trust (9) |
Explanation of
Responses: |
(1) |
Transactions reported on
this Form 4 were effected pursuant to a Rule 10b5-1 trading plan
adopted by the Reporting Person. |
(2) |
This transaction was
executed in multiple trades at prices ranging from $9.51 to $9.64.
The price reported above reflects the weighted average sale price.
The Reporting Person undertakes to provide upon request by the
staff of the Securities and Exchange Commission, the Issuer, or a
security holder of the Issuer, full information regarding the
number of shares sold at each separate sale price. |
(3) |
Represents the conversion of
Class B Common Stock into Class A Common Stock. |
(4) |
This transaction was
executed in multiple trades at prices ranging from $9.24 to $9.65.
The price reported above reflects the weighted average sale price.
The Reporting Person undertakes to provide upon request by the
staff of the Securities and Exchange Commission, the Issuer, or a
security holder of the Issuer, full information regarding the
number of shares sold at each separate sale price. |
(5) |
The shares are held by
LAHWRAN-3 LLC, of which the Reporting Person is a member and a
manager. |
(6) |
This transaction was
executed in multiple trades at prices ranging from $9.26 to $9.62.
The price reported above reflects the weighted average sale price.
The Reporting Person undertakes to provide upon request by the
staff of the Securities and Exchange Commission, the Issuer, or a
security holder of the Issuer, full information regarding the
number of shares sold at each separate sale price. |
(7) |
The shares are held by
LAHWRAN-4 LLC, of which the Reporting Person is a member and a
manager. |
(8) |
This transaction was
executed in multiple trades at prices ranging from $9.27 to $9.62.
The price reported above reflects the weighted average sale price.
The Reporting Person undertakes to provide upon request by the
staff of the Securities and Exchange Commission, the Issuer, or a
security holder of the Issuer, full information regarding the
number of shares sold at each separate sale price. |
(9) |
The shares are held by the
Gibson Family Trust, of which the Reporting Person serves as
Trustee. |
(10) |
This transaction was
executed in multiple trades at prices ranging from $9.24 to $9.62.
The price reported above reflects the weighted average sale price.
The Reporting Person undertakes to provide upon request by the
staff of the Securities and Exchange Commission, the Issuer, or a
security holder of the Issuer, full information regarding the
number of shares sold at each separate sale price. |
(11) |
Each share of Class B Common
Stock is convertible into one share of Class A Common Stock at the
option of the holder and has no expiration date. |
(12) |
The option vests as to one
forty-eighth (1/48th) of the shares subject to the option on March
1, 2022, and one forty-eighth (1/48th) of the shares subject to the
option will vest each month thereafter. |
(13) |
The option, originally for
1,500,000 shares, vested as to one forty-eighth (1/48th) of the
shares subject to the option on January 31, 2021, and one
forty-eighth (1/48th) of the shares subject to the option shall
vest each month thereafter. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Gibson Christopher
C/O RECURSION PHARMACEUTICALS
41 S. RIO GRANDE STREET
SALT LAKE CITY, UT 84101 |
X |
|
Chief Executive Officer |
|
Signatures
|
/s/ Nathan Hatfield,
attorney-in-fact |
|
8/5/2022 |
**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 control number. |
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