Form 4 for RXRX RECURSION PHARMACEUTICALS, INC.
Accepted 2024-11-22 00:00:00 ET · period of report 2024-11-20 · accession 0001601830-24-000221 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2024-11-22 | 2024-11-20 | RXRX | Michor Franziska | Dir | A - Grant | $0.00 | +105.0K | 105.0K | New | $0 |
| DM | 2024-11-22 | 2024-11-20 | RXRX | Michor Franziska | Dir | A - Grant | $0.00 | +146.4K | 15.3K | New | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2024-11-20 | A | A | 30,618 | — | 30,618 | D | — | — | (F1) (1) Received in exchange for [] ordinary shares of Exscientia plc ("Exscientia") in connection with the acquisition of the entire issued and to be issued share capital of Exscientia by Recursion Pharmaceuticals, Inc. ("Recursion") on November 20, 2024 (the "Transaction"). The last closing price on The Nasdaq Stock Market prior to the effective time of the Transaction of (a) the American Depositary Shares ("ADSs") representing ordinary shares of Exscientia was $4.84 per ADS, and (b) Recursion's Class A common stock was $6.27 per share. |
| 2 | Common | Class A Common Stock | 2024-11-20 | A | A | 15,335 | $0.00 | 45,953 | D | — | — | (F2) Represents restricted stock units ("RSUs") that were exchanged in connection with the Transaction, each RSU representing the right to receive one share of Class A common stock of Recursion. The RSUs vest in equal quarterly installments beginning on November 3, 2024 and continuing through May 3, 2026, subject to the Reporting Person continuing to be a service provider through the applicable vesting dates. |
| 3 | Common | Class A Common Stock | 2024-11-20 | A | A | 17,694 | $0.00 | 63,647 | D | — | — | (F3) Represents RSUs that were exchanged in connection with the Transaction, each RSU representing the right to receive one share of Class A common stock of Recursion. The RSUs will vest onMay 15, 2025, subject to the Reporting Person continuing to be a service provider through the applicable vesting date. |
| 4 | Common | Class A Common Stock | 2024-11-20 | A | A | 41,390 | $0.00 | 105,037 | D | — | — | |
| 5 | Derivative | Stock Option (Right to Buy) | 2024-11-20 | A | A | 17,694 | — | 17,694 | D | $6.64 · — to 2034-05-14 | 17,694 Class A Common Stock | (F10) Received in the Transaction in exchange for a share option to acquire 22,894 Exscientia ordinary shares for $5.13 per share. (F9) Options vest and become exercisable on May 15, 2025, subject to the Reporting Person continuing to be a service provider through the applicable vesting date. |
| 6 | Derivative | Stock Option (Right to Buy) | 2024-11-20 | A | A | 82,781 | $0.00 | 82,781 | D | $6.04 · — to 2034-11-21 | 82,781 Class A Common Stock | (F11) Represents a grant of options automatically granted pursuant to Recursion's Outside Director Compensation Policy. The shares subject to this option will vest and become exercisable as to 1/3rd of the shares subject to the award on the first three anniversaries of November 20, 2024, subject to the Reporting Person continuing to be a service provider through the applicable vesting dates. |
| 7 | Derivative | Stock Option (Right to Buy) | 2024-11-20 | A | A | 30,670 | — | 30,670 | D | $6.59 · — to 2033-05-02 | 30,670 Class A Common Stock | (F6) Received in the Transaction in exchange for a share option to acquire 39,683 Exscientia ordinary shares for $5.09 per share. (F5) Options vest and become exercisable in equal quarterly installments over a three year period beginning May 3, 2023, subject to the Reporting Person continuing to be a service provider through the applicable vesting dates. |
| 8 | Derivative | Stock Option (Right to Buy) | 2024-11-20 | A | A | 15,286 | — | 15,286 | D | $7.34 · — to 2033-05-16 | 15,286 Class A Common Stock | (F8) Received in the Transaction in exchange for a share option to acquire 19,778 Exscientia ordinary shares for $5.67 per share. (F7) Options vest and become exercisable on May 17, 2024, subject to the Reporting Person continuing to be a service provider through the applicable vesting date. |