SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Bergstrom Donald A (Last) (First) (Middle) C/O RELAY THERAPEUTICS, INC. 399 BINNEY STREET, 2ND FLOOR (Street) CAMBRIDGE MA 02139 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/15/2020	3. Issuer Name and Ticker or Trading Symbol Relay Therapeutics, Inc. [ RLAY ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) See Remarks	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	98,566	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	(1)	04/09/2028	Common Stock	295,698	$4.12	D
Stock Option (Right to Buy)	(2)	04/22/2029	Common Stock	98,566	$5.05	D
Stock Option (Right to Buy)	(3)	03/01/2030	Common Stock	126,727	$5.22	D

Explanation of Responses:

1. Twenty-five percent (25%) of the shares underlying this option vested on April 2, 2019 and the remainder shall vest in equal quarterly installments over the remaining thirty-six (36) months, subject to the reporting person's continued employment through each vesting date.

2. This stock option shall vest in sixteen (16) equal quarterly installments following the vesting commencement date of April 23, 2019, subject to the reporting person's continued employment through each vesting date.

3. The shares underlying this option shall vest in sixteen (16) equal quarterly installments following the three (3) month anniversary of the determination by the Board of Directors of the Issuer (the "Board") that the Issuer has met, in whole or in part, certain milestones (the "2020 Option Grant Criteria"), subject to the reporting person's continued employment through each applicable vesting date, and provided that no shares shall be deemed to have vested unless and until the Board makes such a determination with respect to the 2020 Option Grant Criteria.

Remarks:

Executive Vice President, Head of Research and Development Exhibit 24 - Power of Attorney

	/s/ Brian Adams, as Attorney-in-Fact	07/15/2020
	** 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 5 (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.