Recursion Pharmaceuticals, Inc.

View:

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Gibson Christopher

(Last)

(First)

(Middle)

C/O RECURSION PHARMACEUTICALS

41 S. RIO GRANDE STREET

(Street)

SALT LAKE CITY

84101

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/08/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/08/2021		M⁽¹⁾		28,646	A	$2.47	28,646	D
Class A Common Stock	12/08/2021		S⁽¹⁾		5,176	D	$20.029⁽²⁾	23,470	D
Class A Common Stock	12/08/2021		C⁽¹⁾⁽³⁾		5,488	A	$0.00	28,958	D
Class A Common Stock	12/08/2021		S⁽¹⁾		5,488	D	$20.2555⁽⁴⁾	23,470	D
Class A Common Stock	12/09/2021		C⁽¹⁾⁽³⁾		1,086	A	$0.00	24,556	D
Class A Common Stock	12/09/2021		S⁽¹⁾		1,086	D	$20.0091⁽⁵⁾	23,470	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$2.47	12/08/2021		M⁽¹⁾			28,646	⁽⁶⁾	12/30/2030	Class A Common Stock⁽⁷⁾	28,646	$0.00	1,471,354	D
Class B Common Stock	$0.00⁽⁸⁾	12/08/2021		C⁽¹⁾⁽³⁾			5,488	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	5,488	$0.00	8,195,728⁽⁹⁾	D
Class B Common Stock	$0.00⁽⁸⁾	12/09/2021		C⁽¹⁾⁽³⁾			1,086	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	1,086	$0.00	8,194,642⁽⁹⁾	D
Class B Common Stock	$0.00⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Class A Common Stock	550,000		550,000⁽⁹⁾	I	by LAHRAWN-3 LLC⁽¹⁰⁾
Class B Common Stock	$0.00⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Class A Common Stock	550,000		550,000⁽⁹⁾	I	by LAHRAWN-4 LLC⁽¹¹⁾
Class B Common Stock	$0.00⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Class A Common Stock	146,875		146,875⁽⁹⁾	I	by Gibson Family Trust⁽¹²⁾

Explanation of Responses:

1. The option exercise and sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

2. This transaction, representing a sale to cover the exercise price and related tax withholdings for 28,646 option shares, was executed in multiple trades at prices ranging from $20.014 to $20.21. 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 $20.00 to $20.57. 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. This transaction was executed in multiple trades at prices ranging from $20.00 to $20.065. 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.

6. The option, originally for 1,500,000 shares, of which 28,646 shares have been exercised, 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.

7. This option, originally reported in the Reporting Person's Form 3 as exercisable for Class B Common Stock, is in fact exercisable for Class A Common Stock. Upon exercise of the option, the Reporting Person has the right to require the Issuer to exchange any such shares of Class A Common Stock for a number of Class B Common Stock of equivalent value.

8. 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.

9. Shares of Class B Common Stock held directly and indirectly by the Reporting Person were previously reported in Table I of Forms 4 filed by the Reporting Person. Commencing with this Form 4, shares of Class B Common Stock held directly and indirectly by the Reporting Person are to be reported in Table II of Form 4.

10. The shares are held by LAHWRAN-3 LLC, of which the Reporting Person a member and a manager.

11. The shares are held by LAHWRAN-4 LLC, of which the Reporting Person a member and a manager.

12. The shares are held by the Gibson Family Trust, of which the Reporting Person serves as Trustee.

Remarks:

	/s/ Jonathan Golightly, attorney-in-fact	12/10/2021
	** 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 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 Number.

POWER OF ATTORNEY

	The undersigned, as a Section 16 reporting person of Recursion Pharmaceuticals,
Inc. (the "Company"), hereby constitutes and appoints Louisa Daniels, Nathan
Hatfield 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 April 6, 2021.




                                              /s/ Christopher Gibson
                                         _________________________________
                                         Signature


                                                Christopher Gibson
                                         _________________________________
                                         Print Name