0001104659-23-001393.txt : 20230105
0001104659-23-001393.hdr.sgml : 20230105
20230105160145
ACCESSION NUMBER: 0001104659-23-001393
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230101
FILED AS OF DATE: 20230105
DATE AS OF CHANGE: 20230105
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Andreessen Marc L
CENTRAL INDEX KEY: 0001160077
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40312
FILM NUMBER: 23511215
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40312
FILM NUMBER: 23511214
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40312
FILM NUMBER: 23511222
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40312
FILM NUMBER: 23511223
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40312
FILM NUMBER: 23511220
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40312
FILM NUMBER: 23511221
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40312
FILM NUMBER: 23511218
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40312
FILM NUMBER: 23511219
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40312
FILM NUMBER: 23511216
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40312
FILM NUMBER: 23511217
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
4
1
tm231679-13_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2023-01-01
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
12264
I
By AD Holdings, LLC
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
2023-01-01
4
A
0
12577
A
2024-12-17
Common Stock
12577
2401418
I
By AH Bio Fund II, L.P.
Earn-out Shares
2023-01-01
4
A
0
13842
A
2024-12-17
Common Stock
13842
2642897
I
By AH Bio Fund III, L.P.
Earn-out Shares
2023-01-01
4
A
0
8246
A
2024-12-17
Common Stock
8246
1574510
I
By Andreessen Horowitz LSV Fund I, L.P.
The reported securities are held by AD Holdings, LLC, of which Marc Andreessen is a manager. These securities were received by AD Holdings, LLC pursuant to a pro rata distribution by Section 32 Fund 2, LP for no consideration, of shares of Common Stock of the Issuer to its limited partners in accordance with the exemption afforded by Rule 16a-9(a) of the Securities Exchange Act of 1934, as amended. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by AD Holdings, LLC (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.
On January 1, 2023, AH Bio Fund II, L.P., AH Bio Fund III, L.P. and Andreessen Horowitz LSV Fund I, L.P. (together, the "AH Funds") were allocated the right to acquire an aggregate of 34,665 additional shares of the Issuer's Common Stock (the "Earn-out Shares"), (i) 24,265 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) 10,400 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.
(Continued from Footnote 2) 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 AH Funds may be eligible to acquire is subject to adjustment per the terms of the Agreement and Plan of Merger dated August 5, 2021 by and among the Issuer (f/k/a CM Life Sciences III Inc.), Clover III Merger Sub Inc. and EQRx International, Inc. (f/k/a EQRx, Inc.).
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.
Form 2 of 2: This Form 4 is the second of two Forms 4 being filed relating to the same event. The Form 4 has been split into two filings because there are more than 10 Reporting Persons total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 Reporting Persons.
AH Equity Partners LSV I, L.L.C., By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer
2023-01-05
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
2023-01-05
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
2023-01-05
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
2023-01-05
AH Equity Partners LSV II, L.L.C., By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer
2023-01-05
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
2023-01-05
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
2023-01-05
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
2023-01-05
MARC L. ANDREESEN, By: /s/ Scott Kupor, Attorney-in-Fact for Marc L. Andreessen
2023-01-05
BENJAMIN HOROWITZ, By: /s/ Scott Kupor, Attorney-in-Fact for Benjamin Horowitz
2023-01-05