SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Rahmer Peter

(Last)

(First)

(Middle)

339 BINNEY STREET

(Street)

CAMBRIDGE

02139

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/31/2022

3. Issuer Name and Ticker or Trading Symbol
Relay Therapeutics, Inc. [ RLAY ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	61,650	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽²⁾	03/26/2030	Common Stock	34,444	$5.21	D
Stock Option (Right to Buy)	⁽³⁾	06/21/2030	Common Stock	98,566	$14.06	D
Stock Option (Right to Buy)	⁽⁴⁾	03/25/2031	Common Stock	31,740	$34.25	D
Stock Option (Right to Buy)	⁽⁵⁾	01/26/2032	Common Stock	78,540	$20.38	D

Explanation of Responses:

1. Includes 40,834 shares underlying restricted stock units ("RSUs") granted to the reporting person pursuant to the Issuer's 2020 Stock Option and Incentive Plan. Each RSU represents a contingent right to receive one share of the Issuer's common stock upon vesting.

2. Twenty-five percent (25%) of the shares underlying this option vested on February 21, 2021, and the remainder shall vest in equal quarterly installments over the remaining thirty-six (36) months, subject to the reporting person's continued employment through each vesting date.

3. Twenty-five percent (25%) of the shares underlying this option vested on June 22, 2021, and the remainder shall vest in equal quarterly installments over the remaining thirty-six (36) months, subject to the reporting person's continued employment through each vesting date.

4. The shares underlying this stock option shall vest in sixteen (16) equal quarterly installments commencing on March 26, 2021, subject to the reporting person's continued service with the Issuer through each vesting date.

5. The shares underlying this stock option shall vest in sixteen (16) equal quarterly installments commencing on January 27, 2022, subject to the reporting person's continued service with the Issuer through each vesting date.

Remarks:

Title: Chief Corporate Development Officer

	Brian Adams, as Attorney-in-Fact	01/05/2023
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.