FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Hedrick Eric		 2. Issuer Name and Ticker or Trading Symbol

EQRx, Inc. [ EQRX ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Physician Executive
(Last)          (First)          (Middle)

EQRX, INC., 50 HAMPSHIRE STREET		 3. Date of Earliest Transaction (MM/DD/YYYY)

12/17/2021
(Street)

CAMBRIDGE, MA 02139
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock 12/17/2021  A(1)  627000 A (1)627000 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy) $2.21 12/17/2021  A (2)  125399     (2)1/20/2031 Common Stock 125399 $0.00 125399 D  
Earn-out Shares  (3)12/17/2021  A (3)  103069     (3)12/17/2024 Common Stock 103069  (3)103069 D  
Explanation of Responses:
(1) On December 17, 2021, upon 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 Legacy EQRx capital stock was exchanged, pursuant to the Merger Agreement, for shares of the Issuer's Common Stock.
(2) These options were issued under the Legacy EQRx 2019 Stock Option and Grant Plan (the "2019 Plan") and were assumed in the Business Combination pursuant to the terms of the Merger Agreement and the 2019 Plan and are now exercisable for shares of the Issuer's Common Stock. One-fourth of the shares underlying this option vest and become exercisable on January 20, 2022 (the one-year anniversary of the grant date), with the remainder vesting in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous service as of each vesting date.
(3) Upon consummation of the Business Combination, the Reporting Person received the right to acquire an aggregate of 103,069 shares of the Issuer's Common Stock (the "Earn-out Shares"), (i) 72,149 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) 30,920 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.
Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Hedrick Eric
EQRX, INC.
50 HAMPSHIRE STREET
CAMBRIDGE, MA 02139

Chief Physician Executive
Signatures
/s/ William Collins, Attorney-in-Fact12/20/2021
**Signature of Reporting PersonDate
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