0001387131-21-004685.txt : 20210420
0001387131-21-004685.hdr.sgml : 20210420
20210420170635
ACCESSION NUMBER: 0001387131-21-004685
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210416
FILED AS OF DATE: 20210420
DATE AS OF CHANGE: 20210420
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Mamoura Diversified Global Holding PJSC
CENTRAL INDEX KEY: 0001419351
STATE OF INCORPORATION: C0
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40323
FILM NUMBER: 21838677
BUSINESS ADDRESS:
STREET 1: P. O. BOX 45005
CITY: ABU DHABI
STATE: C0
ZIP: UAE
BUSINESS PHONE: 971.2.616.0099
MAIL ADDRESS:
STREET 1: P. O. BOX 45005
CITY: ABU DHABI
STATE: C0
ZIP: UAE
FORMER NAME:
FORMER CONFORMED NAME: MUBADALA DEVELOPMENT CO PJSC
DATE OF NAME CHANGE: 20071126
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Mubadala Investment Co PJSC
CENTRAL INDEX KEY: 0001704268
STATE OF INCORPORATION: C0
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40323
FILM NUMBER: 21838678
BUSINESS ADDRESS:
STREET 1: P.O. BOX 45005
CITY: ABU DHABI
STATE: C0
ZIP: 00000
BUSINESS PHONE: 971-2413-0000
MAIL ADDRESS:
STREET 1: P.O. BOX 45005
CITY: ABU DHABI
STATE: C0
ZIP: 00000
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: RECURSION PHARMACEUTICALS, INC.
CENTRAL INDEX KEY: 0001601830
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
IRS NUMBER: 464099738
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 41S RIO GRANDE STREET
CITY: SALT LAKE CITY
STATE: UT
ZIP: 84101
BUSINESS PHONE: (385) 269-0203
MAIL ADDRESS:
STREET 1: 41S RIO GRANDE STREET
CITY: SALT LAKE CITY
STATE: UT
ZIP: 84101
FORMER COMPANY:
FORMER CONFORMED NAME: Recursion Pharmaceuticals, LLC
DATE OF NAME CHANGE: 20140305
4
1
rxrx-form4_041621.xml
CHANGES IN BENEFICIAL OWNERSHIP
X0306
4
2021-04-16
0
0001601830
RECURSION PHARMACEUTICALS, INC.
RXRX
0001704268
Mubadala Investment Co PJSC
P.O. BOX 45005
ABU DHABI
C0
00000
UNITED ARAB EMIRATES
0
0
1
0
0001419351
Mamoura Diversified Global Holding PJSC
P. O. BOX 45005
ABU DHABI
C0
UAE
UNITED ARAB EMIRATES
0
0
1
0
Class A Common Stock
2021-04-20
4
C
0
3578653
A
3578653
I
See Explanation of Responses
Class A Common Stock
2021-04-20
4
C
0
2738824
A
6317477
I
See Explanation of Responses
Class A Common Stock
2021-04-20
4
C
0
745392
A
7062869
I
See Explanation of Responses
Class A Common Stock
2021-04-16
4
P
0
2777777
18
A
2777777
I
See Explanation of Responses
Class A Common Stock
2021-04-20
4
C
0
5963140
A
8740917
I
See Explanation of Responses
Series B Convertible Preferred Stock
2021-04-20
4
C
0
3578653
D
Class A Common Stock
3578653
0
I
See Explanation of Responses
Series C Convertible Preferred Stock
2021-04-20
4
C
0
2307475
D
Class A Common Stock
2738824
0
I
See Explanation of Responses
Series D Convertible Preferred Stock
2021-04-20
4
C
0
745392
D
Class A Common Stock
745392
0
I
See Explanation of Responses
Series D Convertible Preferred Stock
2021-04-20
4
C
0
5963140
D
Class A Common Stock
5963140
0
I
See Explanation of Responses
MDC Capital Partners (Ventures) GP, LP is the general partner of MDC Capital Partners (Ventures), LP, which directly holds 7,062,869 shares of Class A Common Stock ("Class A Shares"). MDC Capital Partners (Ventures) GP, LP has created an investment committee comprised of four individual members, which has the authority, by affirmative majority consent, to approve all investment and divestment decisions made with respect to MDC Capital Partners (Ventures), LP. Each of the members of the investment committee expressly disclaims beneficial ownership of the shares held by MDC Capital Partners (Ventures), LP.
Consists of (i) 2,777,777 shares held of record by Fifteenth Investment Company LLC and (ii) 5,963,140 shares held of record by Thirty Fifth Investment Company LLC. Both Fifteenth Investment Company LLC and Thirty Fifth Investment Company LLC are wholly owned subsidiaries of Mamoura Diversified Global Holdings PJSC, which is wholly owned by Mubadala Investment Company PJSC, which is wholly owned by the Government of Abu Dhabi.
On April 16, 2021, Fifteenth Investment Company LLC acquired 2,777,777 Class A Shares at a price of $18 per share in connection with Recursion Pharmaceutical, Inc.'s (the "Issuer") initial public offering.
Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
The shares of Series B Convertible Preferred Stock were automatically converted into Class A Shares on a 1-for-1 basis automatically upon the closing of the initial public offering of the Issuer.
The shares of Series C Convertible Preferred Stock were automatically converted into Class A Shares on a 1-for-1.1869 basis automatically upon the closing of the initial public offering of the Issuer.
The shares of Series D Convertible Preferred Stock were automatically converted into Class A Shares on a 1-for-1 basis automatically upon the closing of the initial public offering of the Issuer.
9. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.
/s/ Samer Halawa, Chief Legal Officer, Mubadala Investment Company PJSC (9)
2021-04-20
/s/ Samer Halawa, Chief Legal Officer, Mamoura Diversified Global Holdings PJSC (9)
2021-04-20