Statement of Changes in Beneficial Ownership (4)
06 August 2022 - 9:35AM
Edgar (US Regulatory)
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
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden hours per response...
0.5
|
|
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
*
Gibson Christopher |
2. Issuer Name and Ticker or Trading Symbol
RECURSION PHARMACEUTICALS, INC.
[
RXRX
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer |
(Last)
(First)
(Middle)
C/O RECURSION PHARMACEUTICALS, 41 S. RIO GRANDE STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/4/2022 |
(Street)
SALT LAKE CITY, UT 84101
(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
|
Class A Common Stock | 8/4/2022 | | M(1) | | 31250 | A | $2.48 | 560154 | D | |
Class A Common Stock | 8/4/2022 | | S(1) | | 18325 | D | $9.5259 (2) | 541829 | D | |
Class A Common Stock | 8/4/2022 | | C(1)(3) | | 18500 | A | $0.00 | 560329 | D | |
Class A Common Stock | 8/4/2022 | | S(1) | | 18500 | D | $9.4529 (4) | 541829 | D | |
Class A Common Stock | 8/4/2022 | | C(1)(3) | | 500 | A | $0.00 | 500 | I | by LAHWRAN-3 LLC (5) |
Class A Common Stock | 8/4/2022 | | S(1) | | 500 | D | $9.4442 (6) | 0 | I | by LAHWRAN-3 LLC (5) |
Class A Common Stock | 8/4/2022 | | C(1)(3) | | 1000 | A | $0.00 | 1000 | I | by LAHWRAN-4 LLC (7) |
Class A Common Stock | 8/4/2022 | | S(1) | | 1000 | D | $9.4477 (8) | 0 | I | by LAHWRAN-4 LLC (7) |
Class A Common Stock | 8/4/2022 | | C(1)(3) | | 1000 | A | $0.00 | 1000 | I | by Gibson Family Trust (9) |
Class A Common Stock | 8/4/2022 | | S(1) | | 1000 | D | $9.447 (10) | 0 | I | by Gibson Family Trust (9) |
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 Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. 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 Date | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Class B Common Stock | $0.00 | 8/4/2022 | | C (1)(3) | | | 18500 | (11) | (11) | Class A Common Stock | 18500 | $0.00 | 6751334 | D | |
Stock Option (Right to Buy) | $11.40 | | | | | | | (12) | 2/4/2032 | Class A Common Stock | 0 | | 416350 | D | |
Stock Option (Right to Buy) | $11.40 | | | | | | | 2/4/2022 | 2/4/2032 | Class A Common Stock | 0 | | 5436 | D | |
Stock Option (Right to Buy) | $2.48 | 8/4/2022 | | M (1) | | | 31250 | (13) | 12/30/2030 | Class A Common Stock | 31250 | $0.00 | 918886 | D | |
Class B Common Stock | $0.00 | 8/4/2022 | | C (1)(3) | | | 500 | (11) | (11) | Class A Common Stock | 500 | $0.00 | 542500 | I | by LAHWRAN-3 LLC (5) |
Class B Common Stock | $0.00 | 8/4/2022 | | C (1)(3) | | | 1000 | (11) | (11) | Class A Common Stock | 1000 | $0.00 | 535000 | I | by LAHWRAN-4 LLC (7) |
Class B Common Stock | $0.00 | 8/4/2022 | | C (1)(3) | | | 1000 | (11) | (11) | Class A Common Stock | 1000 | $0.00 | 131875 | I | by Gibson Family Trust (9) |
Explanation of Responses: |
(1) | Transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person. |
(2) | This transaction was executed in multiple trades at prices ranging from $9.51 to $9.64. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price. |
(3) | Represents the conversion of Class B Common Stock into Class A Common Stock. |
(4) | This transaction was executed in multiple trades at prices ranging from $9.24 to $9.65. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price. |
(5) | The shares are held by LAHWRAN-3 LLC, of which the Reporting Person is a member and a manager. |
(6) | This transaction was executed in multiple trades at prices ranging from $9.26 to $9.62. The price reported above reflects the weighted average sale price.
The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price. |
(7) | The shares are held by LAHWRAN-4 LLC, of which the Reporting Person is a member and a manager. |
(8) | This transaction was executed in multiple trades at prices ranging from $9.27 to $9.62. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price. |
(9) | The shares are held by the Gibson Family Trust, of which the Reporting Person serves as Trustee. |
(10) | This transaction was executed in multiple trades at prices ranging from $9.24 to $9.62. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price. |
(11) | Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date. |
(12) | The option vests as to one forty-eighth (1/48th) of the shares subject to the option on March 1, 2022, and one forty-eighth (1/48th) of the shares subject to the option will vest each month thereafter. |
(13) | The option, originally for 1,500,000 shares, vested as to one forty-eighth (1/48th) of the shares subject to the option on January 31, 2021, and one forty-eighth (1/48th) of the shares subject to the option shall vest each month thereafter. |
Reporting Owners
|
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Gibson Christopher C/O RECURSION PHARMACEUTICALS 41 S. RIO GRANDE STREET SALT LAKE CITY, UT 84101 | X |
| Chief Executive Officer |
|
Signatures
|
/s/ Nathan Hatfield, attorney-in-fact | | 8/5/2022 |
**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). |
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 control number. |
Recursion Pharmaceuticals (NASDAQ:RXRX)
Historical Stock Chart
From Apr 2024 to May 2024
Recursion Pharmaceuticals (NASDAQ:RXRX)
Historical Stock Chart
From May 2023 to May 2024