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* Taylor Ben R (Last) (First) (Middle) C/O RECURSION PHARMACEUTICALS, INC. 41 S RIO GRANDE STREET (Street) SALT LAKE CITY UT 84101 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/20/2024	3. Issuer Name and Ticker or Trading Symbol RECURSION PHARMACEUTICALS, INC. [ RXRX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) Other (specify below) Chief Financial Officer	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) 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)
Class A Common Stock	61,870	D
Class A Common Stock	75,375(1)	D
Class A Common Stock	21,199(2)	D
Class A Common Stock	102,186(3)	D
Class A Common Stock	63,867(4)	D
Class A Common Stock	71,294(5)	D
Class A Common Stock	81,479(6)	D
Class A Common Stock	4,830(7)	D
Class A Common Stock	14,492(8)	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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	(9)	11/26/2030	Class A Common Stock	289,837	0.04	D
Stock Option (Right to Buy)	(10)	04/02/2031	Class A Common Stock	92,748	0.06	D
Stock Option (Right to Buy)	(11)	07/01/2031	Class A Common Stock	81,154	0.14	D

Explanation of Responses:

1. Represents restricted stock units ("RSUs") exchanged in connection with the acquisition of the entire issued and to be issued share capital of Exscientia plc ("Exscientia") by Recursion Pharmaceuticals, Inc. ("Recursion") on November 20, 2024 (the "Transaction"), each RSU representing the right to receive one share of Class A common stock of Recursion. The RSUs vest on April 1, 2025, subject to the Recipient continuing to be a service provider through the applicable vesting date.

2. Represents RSUs 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 on in equal quarterly installments beginning December 15, 2024 through March 15, 2026, subject to the Recipient continuing to be a service provider through the applicable vesting date.

3. Represents RSUs 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 on April 4, 2026, subject to the Recipient continuing to be a service provider through the applicable vesting date.

4. Represents RSUs 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 December 15, 2024 through March 15, 2027, subject to the Recipient continuing to be a service provider through the applicable vesting date.

5. Represents RSUs 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 December 15, 2024 through March 15, 2028, subject to the Recipient continuing to be a service provider through the applicable vesting date.

6. Represents RSUs 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 on April 17, 2027, subject to the Recipient continuing to be a service provider through the applicable vesting date.

7. Represents RSUs 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 on November 20, 2025, subject to the Recipient continuing to be a service provider through the applicable vesting date.

8. Represents shares of Class A common stock of Recursion issuable in connection with RSUs of Exscientia that were cancelled and exchanged for the right to receive shares of Class A common stock of Recursion in connection with the Transaction. Such shares are issuable net of shares withheld for applicable taxes. The number of shares of Class A common stock of Recursion withheld for taxes will be reported on a Form 4 following the issuance of these shares.

9. Received in substitution for a share option to acquire 375,000 ordinary shares of Exscientia in connection with the Transaction. Twenty-five percent of the shares subject to the award vest and become exercisable on November 17, 2021, and the remaining shares subject to the award vest and become exercisable in annual installments thereafter, subject to Mr. Taylor's continued service through each vesting date.

10. Received in substitution for a share option to acquire 120,000 ordinary shares of Exscientia for $0.0452 per share in connection with the Transaction Twenty-five percent of the shares subject to the award vest and become exercisable on April 3, 2022, and the remaining shares subject to the award vest and become exercisable in quarterly installments thereafter, subject to Mr. Taylor's continued service through each vesting date.

11. Received in substitution for a share option to acquire 105,000 ordinary shares of Exscientia for $0.101 per share in connection with the Transaction Twenty-five percent of the shares subject to the award vest and become exercisable on July 1, 2022, and the remaining shares subject to the award vest and become exercisable in quarterly installments thereafter, subject to Mr. Taylor's continued service through each vesting date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Jonathan Golightly, attorney-in-fact	12/02/2024
	** 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.
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POWER OF ATTORNEY

      

The undersigned, as a Section 16 reporting person of Recursion Pharmaceuticals,

Inc. (the Company), hereby constitutes and appoints Nathan Hatfield, Kyle

Nelson, and Jonathan Golightly, each, the undersigned's true and lawful

attorney-in-fact to:

1. Complete and execute Forms ID, 3, 4 and 5 and other forms and all

amendments thereto as such attorney-in-fact shall in his or her discretion

determine to be required or advisable pursuant to Section 16 of the Securities

Exchange Act of 1934 (as amended) and the rules and regulations promulgated

thereunder, or any successor laws and regulations, as a consequence of the

undersigned's ownership, acquisition or disposition of securities of the

Company; and

2. Do all acts necessary in order to file such forms with the Securities and

Exchange Commission, any securities exchange or national association, the

Company and such other person or agency as the attorney-in-fact shall deem

appropriate.

The undersigned hereby ratifies and confirms all that said attorneys-in-fact

and agents shall do or cause to be done by virtue hereof.  The undersigned

acknowledges that the foregoing attorneys-in-fact, in serving in such

capacity at the request of the undersigned, are not assuming, nor is the

Company assuming, any of the undersigned's responsibilities to comply with

Section 16 of the Securities Exchange Act of 1934 (as amended).

This Power of Attorney shall remain in full force and effect until the

undersigned is no longer required to file Forms ID, 3, 4 and 5 with respect

to the undersigned's holdings of and transactions in securities issued by

the Company, unless earlier revoked by the undersigned in a signed writing

delivered to the Company and the foregoing attorneys-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney

to be executed as of November 22, 2024.

Signature:

/s/ Ben R. Taylor

Ben R. Taylor

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