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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/15/2021 |
3. Issuer Name and Ticker or Trading Symbol
RECURSION PHARMACEUTICALS, INC. [ RXRX ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) | 12,501 | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 | ||||
Series A Preferred Stock | (1) | (1) | Common Stock(1) | 10,279,275(2) | 0.00 | I | See footnote(3) |
Series B Preferred Stock | (1) | (1) | Common Stock(1) | 3,578,653(2) | 0.00 | I | See footnote(3) |
Series C Preferred Stock | (1) | (1) | Common Stock(1) | 1,825,883(4) | 0.00 | I | See footnote(3) |
Series D Preferred Stock | (1) | (1) | Common Stock(1) | 1,490,783(5) | 0.00 | I | See footnote(3) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock, each share of Common Stock shall be reclassified into one share of Class A Common Stock. Each share of Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and Series D Preferred Stock shall automatically convert into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date. Each share of Series C Preferred Stock shall automatically convert into Common Stock on a 1.1869358:1 basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date. |
2. Represents shares held of record by Lux Ventures IV, L.P. |
3. Lux Co-Invest Partners, LLC is the general partner of Lux Co-Invest Opportunities, L.P. and exercises voting and dispositive power over the shares noted herein held by Lux Co-Invest Opportunities, L.P. Peter Hebert and Josh Wolfe are the individual managing members of Lux Venture Partners IV, LLC and Lux Co-Invest Partners, LLC, or the Individual Managers. The Individual Managers, as the sole managers of Lux Venture Partners IV, LLC and Lux Co-Invest Partners, LLC, may be deemed to share voting and dispositive power for the shares noted herein held by Lux Ventures IV, L.P. and Lux Co-Invest Opportunities, L.P. Each of Lux Venture Partners IV, LLC, Lux Co-Invest Partners, LLC, and the Individual Managers separately disclaim beneficial ownership over the shares noted herein except to the extent of their pecuniary interest therein. |
4. Represents shares held of record by Lux Co-Invest Opportunities, L.P. |
5. Represents 298,156 shares held of record by Lux Ventures IV, L.P. and 1,192,627 shares held of record by Lux Co-Invest Opportunities, L.P. |
Remarks: |
Lux Ventures IV LP, By:/s/ Peter Hebert, Managing Member | 04/15/2021 | |
Lux Co-invest Opportunities LP, By:/s/ Peter Hebert, Managing Member | 04/15/2021 | |
Lux Co-invest Partners LLC, By: /s/ Peter Hebert, Managing Member | 04/15/2021 | |
Lux Venture Partners IV, LLC, By: /s/ Peter Hebert, Managing Member | 04/15/2021 | |
** 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. |