SEC FORM 4

SEC Form 4

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).

1. Name and Address of Reporting Person^*

Akinsanya Karen

(Last)

(First)

(Middle)

C/O SCHRODINGER, INC.,

120 WEST 45TH STREET, 17TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Schrodinger, Inc. [ SDGR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2020

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/12/2020		M⁽¹⁾		13,377	A	$3.22	13,377	D
Common Stock	08/12/2020		M⁽¹⁾		3,344	A	$2.92	16,721	D
Common Stock	08/12/2020		M⁽¹⁾		3,344	A	$2.92	20,065	D
Common Stock	08/12/2020		S⁽¹⁾		200	D	$65.085⁽²⁾	19,865	D
Common Stock	08/12/2020		S⁽¹⁾		2,697	D	$66.5257⁽³⁾	17,168	D
Common Stock	08/12/2020		S⁽¹⁾		7,839	D	$67.3469⁽⁴⁾	9,329	D
Common Stock	08/12/2020		S⁽¹⁾		2,641	D	$68.1807⁽⁵⁾	6,688	D
Common Stock	08/12/2020		S⁽¹⁾		100	D	$65.05	6,588	D
Common Stock	08/12/2020		S⁽¹⁾		947	D	$66.7291⁽⁶⁾	5,641	D
Common Stock	08/12/2020		S⁽¹⁾		1,972	D	$67.557⁽⁷⁾	3,669	D
Common Stock	08/12/2020		S⁽¹⁾		325	D	$68.4108⁽⁸⁾	3,344	D
Common Stock	08/12/2020		S⁽¹⁾		1,076	D	$66.6616⁽⁹⁾	2,268	D
Common Stock	08/12/2020		S⁽¹⁾		1,861	D	$67.5272⁽¹⁰⁾	407	D
Common Stock	08/12/2020		S⁽¹⁾		407	D	$68.1725⁽¹¹⁾	0	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$3.22	08/12/2020		M⁽¹⁾			13,377	⁽¹²⁾	08/03/2028	Common Stock	13,377	$0.00	40,132	D
Stock Option (right to buy)	$2.92	08/12/2020		M⁽¹⁾			3,344	⁽¹³⁾	10/10/2027	Common Stock	3,344	$0.00	10,033	D
Stock Option (right to buy)	$2.92	08/12/2020		M⁽¹⁾			3,344	⁽¹³⁾	10/10/2027	Common Stock	3,344	$0.00	6,689	D

Explanation of Responses:

1. These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 29, 2020.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.77 to $65.40, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) through (11) of this Form 4.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.80 to $66.78, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.80 to $67.79, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.80 to $68.76, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.12 to $67.02, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.15 to $68.11, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.31 to $68.58, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.97 to $66.94, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.02 to $67.94, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.03 to $68.31, inclusive.

12. The option was granted on August 3, 2018. The shares underlying the option are scheduled to vest in equal yearly installments from May 14, 2018 through May 14, 2022.

13. The option was granted on October 10, 2017. The shares underlying the option are scheduled to vest in equal yearly installments from August 15, 2017 through August 15, 2021.

Remarks:

Executive Vice President, Chief Biomedical Scientist, Head of Discovery R&D

	/s/ Yvonne Tran, as attorney-in-fact for Karen Akinsanya	08/14/2020
	** 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 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).
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