SEC FORM 4/A

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^*

Casdin Eli

(Last)

(First)

(Middle)

EQRX, INC.

50 HAMPSHIRE STREET

(Street)

CAMBRIDGE

02139

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EQRx, Inc. [ EQRX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)
12/21/2021

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)
Class A Common Stock	12/17/2021		M⁽¹⁾		8,659,372	A	⁽¹⁾	8,659,372	I⁽³⁾	By CMLS Holdings III LLC
Class A Common Stock	12/17/2021		J⁽²⁾		8,659,372	D	⁽²⁾	0	I⁽³⁾	By CMLS Holdings III LLC
Common Stock	12/17/2021		J⁽²⁾		8,659,372	A	⁽²⁾	8,659,372	I⁽³⁾	By CMLS Holdings III LLC
Common Stock	12/17/2021		A⁽⁴⁾		25,214,934	A	⁽⁴⁾	25,214,934	I⁽⁵⁾⁽⁶⁾	By Casdin Partners Master Fund L.P.
Common Stock	12/17/2021		A⁽⁷⁾		5,000,000	A	$10	30,214,934	I⁽⁵⁾⁽⁶⁾	By Casdin Partners Master Fund L.P.
Common Stock	12/17/2021		A⁽⁴⁾		3,824,572	A	⁽⁴⁾	3,824,572	I⁽⁶⁾⁽⁸⁾	By Casdin Venture Opportunities Fund, L.P.
Common Stock	12/17/2021		A⁽⁴⁾		5,488,164	A	⁽⁴⁾	5,488,164	I⁽⁶⁾⁽⁹⁾	By Casdin Private Growth Equity Fund, L.P.

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)
Class B Common Stock	⁽¹⁾	12/17/2021		J⁽¹⁰⁾			4,840,628	⁽¹⁾	⁽¹⁾	Class A Common Stock	4,840,628	⁽¹⁾	8,659,372	I⁽³⁾	By CMLS Holdings III LLC
Class B Common Stock	⁽¹⁾	12/17/2021		M⁽¹⁾			8,659,372	⁽¹⁾	⁽¹⁾	Class A Common Stock	8,659,372	⁽¹⁾	0	I⁽³⁾	By CMLS Holdings III LLC
Earn-out Shares	⁽¹¹⁾	12/17/2021		A⁽¹¹⁾		3,454,116		⁽¹¹⁾	12/17/2024	Common Stock	3,454,116	⁽¹¹⁾	3,454,116	I⁽⁵⁾⁽⁶⁾	By Casdin Partners Master Fund L.P.
Earn-out Shares	⁽¹¹⁾	12/17/2021		A⁽¹¹⁾		523,916		⁽¹¹⁾	12/17/2024	Common Stock	523,916	⁽¹¹⁾	523,916	I⁽⁶⁾⁽⁸⁾	By Casdin Venture Opportunities Fund, L.P.
Earn-out Shares	⁽¹¹⁾	12/17/2021		A⁽¹¹⁾		751,807		⁽¹¹⁾	12/17/2024	Common Stock	751,807	⁽¹¹⁾	751,807	I⁽⁶⁾⁽⁹⁾	By Casdin Private Growth Equity Fund, L.P.
Warrants to purchase Class A Common Stock (right to buy)	$11.5	12/17/2021		A⁽¹²⁾		8,110,001		04/09/2022	12/17/2026	Common Stock	8,110,001	⁽¹²⁾	8,110,001	I	By CMLS Holdings III LLC⁽²⁾

Explanation of Responses:

1. Immediately prior to the consummation of the transactions (the "Closing" of the "Business Combination") contemplated by the Agreement and Plan of Merger dated August 5, 2021 (the "Merger Agreement") 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., "Legacy EQRx"), each share of the Issuer's Class B Common Stock automatically converted into shares of Class A Common Stock on a one-for-one basis (the "Conversion").

2. Immediately following the Conversion but prior to Closing, the Class A Common Stock was reclassified as Common Stock.

3. The shares are held directly by CMLS Holdings III LLC. The Reporting Person serves on the Board of Managers of CMLS Holdings III and shares voting and investment discretion with respect to the common stock held of record by CMLS Holdings III LLC. C-LSH III is a member of CMLS Holdings III LLC, and the Reporting Person is managing member of C-LSH III. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

4. Upon consummation of the Business Combination, each share of Legacy EQRx capital stock was exchanged, pursuant to the Merger Agreement, for shares of the Issuer's Common Stock.

5. The shares are held directly by Casdin Partners Master Fund, L.P. ("CPMF").

6. Casdin Capital, LLC is the investment advisor to CPMF, Casdin Venture Opportunities Fund, L.P. ("CVOF") and Casdin Private Growth Equity Fund, L.P. ("CPGEF"). Casdin Partners GP, LLC is the general partner of CPMF. Casdin Venture Opportunities Fund GP, LLC is the general partner of CVOF. Casdin Private Growth Equity Fund GP, LLC is the general partner of CPGEF. The Reporting Person is the managing member of Casdin Capital, LLC, Casdin Partners GP, LLC, Casdin Venture Opportunities Fund GP, LLC and Casdin Private Growth Equity Fund GP, LLC and may be deemed to have voting and investment power with respect to the shares. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein, if any.

7. Represents shares of Common Stock obtained in a private placement of public securities ("PIPE") on December 17, 2021.

8. The shares are held directly by CVOF.

9. The shares are held directly by CPGEF.

10. Represents shares of Class B Common Stock forfeited to the Issuer for no consideration in connection with the Business Combination.

11. In connection with the Business Combination, the Reporting Person received the right to acquire an aggregate of 4,729,839 shares of the Issuer's Common Stock (the "Earn-out Shares"), (i) 3,310,887 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) 1,418,952 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 Person may be eligible to acquire is subject to adjustment per the terms of the Merger Agreement.

12. Following the completion of the Business Combination, warrants to purchase Class A Common Stock become exercisable on April 9, 2022.

Remarks:

This Form 4 amends and restates the Form 4 filed by the Reporting Persons on December 21, 2021 to clarify the form of ownership reported in Table I and report Earn-out Shares in Table II. Exhibit 24 - Power of Attorney

	/s/ William Collins, Attorney-in-Fact	12/23/2021
	** 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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