0000899243-21-049475.txt : 20211222 0000899243-21-049475.hdr.sgml : 20211222 20211222210954 ACCESSION NUMBER: 0000899243-21-049475 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20211217 FILED AS OF DATE: 20211222 DATE AS OF CHANGE: 20211222 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Andreessen Marc L CENTRAL INDEX KEY: 0001160077 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40312 FILM NUMBER: 211514603 MAIL ADDRESS: STREET 1: C/O ARNOLD & PORTER LLP STREET 2: 3 EMBARCADERO CENTER 7TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FORMER NAME: FORMER CONFORMED NAME: ANDREESSEN MARC L DATE OF NAME CHANGE: 20010925 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HOROWITZ BENJAMIN A CENTRAL INDEX KEY: 0001166586 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40312 FILM NUMBER: 211514602 MAIL ADDRESS: STREET 1: 2865 SAND HILL ROAD #101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Andreessen Horowitz LSV Fund I, L.P. CENTRAL INDEX KEY: 0001772284 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40312 FILM NUMBER: 211514610 BUSINESS ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 798-5800 MAIL ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AH Equity Partners LSV I, L.L.C. CENTRAL INDEX KEY: 0001772287 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40312 FILM NUMBER: 211514611 BUSINESS ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 798-5800 MAIL ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Andreessen Horowitz LSV Fund I-Q, L.P. CENTRAL INDEX KEY: 0001772407 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40312 FILM NUMBER: 211514608 BUSINESS ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 798-5800 MAIL ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Andreessen Horowitz LSV Fund I-B, L.P. CENTRAL INDEX KEY: 0001772420 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40312 FILM NUMBER: 211514609 BUSINESS ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 798-5800 MAIL ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Andreessen Horowitz LSV Fund II, L.P. CENTRAL INDEX KEY: 0001829357 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40312 FILM NUMBER: 211514606 BUSINESS ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 798-5800 MAIL ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AH Equity Partners LSV II, L.L.C. CENTRAL INDEX KEY: 0001829384 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40312 FILM NUMBER: 211514607 BUSINESS ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 798-5800 MAIL ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Andreessen Horowitz LSV Fund II-Q, L.P. CENTRAL INDEX KEY: 0001829458 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40312 FILM NUMBER: 211514604 BUSINESS ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 798-5800 MAIL ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Andreessen Horowitz LSV Fund II-B, L.P. CENTRAL INDEX KEY: 0001829459 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40312 FILM NUMBER: 211514605 BUSINESS ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 798-5800 MAIL ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EQRx, Inc. CENTRAL INDEX KEY: 0001843762 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 861691173 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 50 HAMPSHIRE STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 6173152266 MAIL ADDRESS: STREET 1: 50 HAMPSHIRE STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139 FORMER COMPANY: FORMER CONFORMED NAME: CM Life Sciences III Inc. DATE OF NAME CHANGE: 20210201 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-12-17 0 0001843762 EQRx, Inc. EQRX 0001772287 AH Equity Partners LSV I, L.L.C. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001772284 Andreessen Horowitz LSV Fund I, L.P. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001772420 Andreessen Horowitz LSV Fund I-B, L.P. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001772407 Andreessen Horowitz LSV Fund I-Q, L.P. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001829384 AH Equity Partners LSV II, L.L.C. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001829357 Andreessen Horowitz LSV Fund II, L.P. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001829459 Andreessen Horowitz LSV Fund II-B, L.P. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001829458 Andreessen Horowitz LSV Fund II-Q, L.P. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001160077 Andreessen Marc L 2865 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001166586 HOROWITZ BENJAMIN A 2865 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 Common Stock 17438465 I By AH Bio Fund II, L.P. Common Stock 19192015 I By AH Bio Fund III, L.P. Common Stock 11433677 I By Andreessen Horowitz LSV Fund I, L.P. Common Stock 5000000 I By Andreessen Horowitz LSV Fund II, L.P. Earn-out Shares 2024-12-17 Common Stock 2388841 I By AH Bio Fund II, L.P. Earn-out Shares 2024-12-17 Common Stock 2629055 I By AH Bio Fund III, L.P. Earn-out Shares 2024-12-17 Common Stock 1566264 I By Andreessen Horowitz LSV Fund I, L.P. The reported securities are held by AH Bio Fund II, L.P., for itself and as nominee for AH Bio Fund II-B, L.P. (collectively, the "AH Bio Fund II Entities"). AH Equity Partners Bio II, L.L.C. ("AH EP Bio II") is the general partner of the AH Bio Fund II Entities and may be deemed to have sole voting and dispositive power with regard to the securities held by the AH Bio Fund II Entities. The managing members of AH EP Bio II are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz may be deemed to have shared voting and dispositive power with respect to the securities held by the AH Bio Fund II Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Bio Fund II Entities (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of such person's pecuniary interest therein, if any. The reported securities are held by AH Bio Fund III, L.P., for itself and as nominee for AH Bio Fund III-B, L.P. and AH Bio Fund III-Q, L.P. (collectively, the "AH Bio Fund III Entities"). AH Equity Partners Bio III, L.L.C. ("AH EP Bio III") is the general partner of the AH Bio Fund III Entities and may be deemed to have sole voting and dispositive power with regard to the securities held by the AH Bio Fund III Entities. The managing members of AH EP Bio III are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz may be deemed to have shared voting and dispositive power with respect to the securities held by the AH Bio Fund III Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Bio Fund III Entities (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of such person's pecuniary interest therein, if any. The reported securities are held by Andreessen Horowitz LSV Fund I, L.P., for itself and as nominee for Andreessen Horowitz LSV Fund I-B, L.P. and Andreessen Horowitz LSV Fund I-Q, L.P. (collectively, the "AH LSV Fund I Entities"). AH Equity Partners LSV I, L.L.C. ("AH EP LSV I") is the general partner of the AH LSV Fund I Entities and may be deemed to have sole voting and dispositive power with regard to the securities held by the AH LSV Fund I Entities. The managing members of AH EP LSV I are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz may be deemed to have shared voting and dispositive power with respect to the securities held by the AH LSV Fund I Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH LSV Fund I Entities (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of such person's pecuniary interest therein, if any. The reported securities are held by Andreessen Horowitz LSV Fund II, L.P., for itself and as nominee for Andreessen Horowitz LSV Fund II-B, L.P. and Andreessen Horowitz LSV Fund II-Q, L.P. (collectively, the "AH LSV Fund II Entities"). AH Equity Partners LSV II, L.L.C. ("AH EP LSV II") is the general partner of the AH LSV Fund II Entities and may be deemed to have sole voting and dispositive power with regard to the securities held by the AH LSV Fund II Entities. The managing members of AH EP LSV II are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz may be deemed to have shared voting and dispositive power with respect to the securities held by the AH LSV Fund II Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH LSV Fund II Entities (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of such person's pecuniary interest therein, if any. Represents the right to acquire an aggregate of 6,584,160 shares of the Issuer's Common Stock (the "Earn-out Shares"), (i) 4,608,912 of which will be released from escrow if the value weighted average price ("VWAP") for at least 20 of any 30 consecutive trading days following December 17, 2022 is at least $12.50; and (ii) 1,975,248 of which will be released from such escrow if the VWAP for at least 20 of any 30 consecutive trading days following December 17, 2022 is at least $16.50. Any Earn-out Shares not eligible to be released on or prior to December 17, 2024 will be forfeited and cancelled, and the maximum number of Earn-out Shares the Reporting Persons may be eligible to acquire is subject to adjustment per the terms of the Agreement and Plan of Merger, dated August 5, 2021, as amended, by and among the Issuer, Clover III Merger Sub Inc. and EQRx International, Inc. (f/k/a EQRx, Inc.). Form 2 of 2: This Form 3 is the second of two Forms 3 being filed relating to the same event. The Form 3 has been split into multiple filings because there are more than 10 Reporting Persons total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 Reporting Persons. Each Form 3 will be filed by Designated Filer AH Equity Partners Bio II, L.L.C. Exhibit 24.1 - Power of Attorney (Marc Andreessen) Exhibit 24.2 - Power of Attorney (Benjamin Horowitz) AH Equity Partners LSV I, L.L.C., By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 2021-12-22 Andreessen Horowitz LSV Fund I, L.P., By: AH Equity Partners LSV I, L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 2021-12-22 Andreessen Horowitz LSV Fund I-B, L.P., By: AH Equity Partners LSV I, L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 2021-12-22 Andreessen Horowitz LSV Fund I-Q, L.P., By: AH Equity Partners LSV I, L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 2021-12-22 AH Equity Partners LSV II, L.L.C., By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 2021-12-22 Andreessen Horowitz LSV Fund II, L.P., By: AH Equity Partners LSV II, L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 2021-12-22 Andreessen Horowitz LSV Fund II-B, L.P., By: AH Equity Partners LSV II, L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 2021-12-22 Andreessen Horowitz LSV Fund II-Q, L.P., By: AH Equity Partners LSV II, L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 2021-12-22 MARC L. ANDREESEN, By: /s/ Scott Kupor, Attorney-in-Fact for Marc L. Andreessen 2021-12-22 BENJAMIN HOROWITZ, By: /s/ Scott Kupor, Attorney-in-Fact for Benjamin Horowitz 2021-12-22 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT 
POWER OF ATTORNEY

The undersigned individual (the "Reporting Person") hereby authorizes and
designates each entity affiliated with AH Capital Management, L.L.C., or such
other person or entity as is designated in writing by Marc Andreessen (the
"Designated Filer") as the beneficial owner to prepare and file on behalf of the
Reporting Person individually, or jointly together with other reporting persons,
any and all reports, notices, communications and other documents (including, but
not limited to, reports on Schedule 13D, Schedule 13G, Form 13-F, Form 3, Form 4
and Form 5) that the Reporting Person may be required to file with the United
States Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended (together with the implementing regulations thereto, the "Act")
and the Securities Exchange Act of 1934, as amended (together with the
implementing regulations thereto, the "Exchange Act") (collectively, the
"Reports") with respect to the Reporting Person's ownership of, or transactions
in, securities of any entity whose securities are beneficially owned (directly
or indirectly) by the Reporting Person (collectively, the "Companies").

The Reporting Person hereby further authorizes and designates Scott Kupor (the
"Authorized Signatory") to execute and file on behalf of the Reporting Person
the Reports and to perform any and all other acts, which in the opinion of the
Designated Filer or Authorized Signatory may be necessary or incidental to the
performance of the foregoing powers herein granted.

The authority of the Designated Filer and the Authorized Signatory under this
Document with respect to the Reporting Person shall continue until the Reporting
Person is no longer required to file any Reports with respect to the Reporting
Person's ownership of, or transactions in, the securities of the Companies,
unless earlier revoked in writing. The Reporting Person acknowledges that the
Designated Filer and the Authorized Signatory are not assuming any of the
Reporting Person's responsibilities to comply with the Act or the Exchange Act.


April 10, 2019

By: /s/ Marc Andreessen
    Marc Andreessen
EX-24.2 3 attachment2.htm EX-24.2 DOCUMENT 
POWER OF ATTORNEY

The undersigned individual (the "Reporting Person") hereby authorizes and
designates each entity affiliated with AH Capital Management, L.L.C., or such
other person or entity as is designated in writing by Ben Horowitz (the
"Designated Filer") as the beneficial owner to prepare and file on behalf of the
Reporting Person individually, or jointly together with other reporting persons,
any and all reports, notices, communications and other documents (including, but
not limited to, reports on Schedule 13D, Schedule 13G, Form 13-F, Form 3, Form 4
and Form 5) that the Reporting Person may be required to file with the United
States Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended (together with the implementing regulations thereto, the "Act")
and the Securities Exchange Act of 1934, as amended (together with the
implementing regulations thereto, the "Exchange Act") (collectively, the
"Reports") with respect to the Reporting Person's ownership of, or transactions
in, securities of any entity whose securities are beneficially owned (directly
or indirectly) by the Reporting Person (collectively, the "Companies").

The Reporting Person hereby further authorizes and designates Scott Kupor (the
"Authorized Signatory") to execute and file on behalf of the Reporting Person
the Reports and to perform any and all other acts, which in the opinion of the
Designated Filer or Authorized Signatory may be necessary or incidental to the
performance of the foregoing powers herein granted.

The authority of the Designated Filer and the Authorized Signatory under this
Document with respect to the Reporting Person shall continue until the Reporting
Person is no longer required to file any Reports with respect to the Reporting
Person's ownership of, or transactions in, the securities of the Companies,
unless earlier revoked in writing. The Reporting Person acknowledges that the
Designated Filer and the Authorized Signatory are not assuming any of the
Reporting Person's responsibilities to comply with the Act or the Exchange Act.

April 10, 2019

By: /s/ Ben Horowitz
Ben Horowitz