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
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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*
Lux Ventures IV, L.P.

(Last) (First) (Middle)
920 BROADWAY, 11TH FLOOR

(Street)
NEW YORK NY 10010

(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/16/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Class A Common Stock 04/16/2021 P 100,000 A $18 100,000(1) I See footnote(2)(3)
Common Stock 04/20/2021 C 17,174,594(4) A (5) 17,187,095(6) I See footnote(2)
Common Stock 04/20/2021 C 17,187,095(6) D (7) 0 I See footnote(2)
Class A Common Stock 04/20/2021 C 17,187,095(6) A (7) 17,287,095(6) I See footnote(2)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (5) 04/20/2021 C 10,279,275(8) (5) (5) Common Stock(5) 10,279,275(8) $0.00 0 I See footnote(2)(3)
Series B Preferred Stock (5) 04/20/2021 C 3,578,653(8) (5) (5) Common Stock(5) 3,578,653(8) $0.00 0 I See footnote(2)(3)
Series C Preferred Stock (5) 04/20/2021 C 1,825,883(9) (5) (5) Common Stock(5) 1,825,883(9) $0.00 0 I See footnote(2)(3)
Series D Preferred Stock (5) 04/20/2021 C 1,490,783(10) (5) (5) Common Stock(5) 1,490,783(10) $0.00 0 I See footnote(2)(3)
1. Name and Address of Reporting Person*
Lux Ventures IV, L.P.

(Last) (First) (Middle)
920 BROADWAY, 11TH FLOOR

(Street)
NEW YORK NY 10010

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Lux Co-Invest Opportunities, L.P.

(Last) (First) (Middle)
920 BROADWAY, 11TH FLOOR

(Street)
NEW YORK NY 10010

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Lux Co-Invest Partners, LLC

(Last) (First) (Middle)
920 BROADWAY, 11TH FLOOR

(Street)
NEW YORK NY 10010

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Lux Venture Partners IV, LLC

(Last) (First) (Middle)
920 BROADWAY, 11TH FLOOR

(Street)
NEW YORK NY 10010

(City) (State) (Zip)
Explanation of Responses:
1. 50,000 of these shares are held by Lux Co-Invest Opportunities, L.P. and 50,000 of these shares are held by Lux Ventures IV, L.P.
2. 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. Lux Venture Partners IV, LLC is the general partner of Lux Ventures IV, LP and exercises voting and dispositive power over the shares noted herein held by Lux Ventures IV, 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.
3. 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. 3,018,510 of these shares are held by Lux Co-Invest Opportunities, L.P. and 14,156,084 of these shares are held by Lux Ventures IV, L.P.
5. Each share of Common Stock, Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and Series D Preferred Stock automatically converted into Class A Common Stock on a 1:1 basis immediately prior to the completion of Recursion Pharmaceuticals, Inc.'s (the "Issuer") initial public offering of Class A Common Stock (the "IPO"). Each shares of Series C Preferred Stock automatically converted into Class A Common Stock on a 1.1869358:1 basis immediately prior to the completion of the Issuer's IPO. The right to convert Common Stock, Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock into Class A Common Stock had no expiration date.
6. 3,068,510 of these shares are held by Lux Co-Invest Opportunities, L.P. and 14,206,084 of these shares are held by Lux Ventures IV, L.P.
7. Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock was automatically reclassified into one share of Class A Common Stock immediately prior to the completion of the Issuer's IPO.
8. Represents shares held of record by Lux Ventures IV, L.P.
9. Represents shares held of record by Lux Co-Invest Opportunities, L.P.
10. 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 04/20/2021
Lux Co-invest Opportunities LP, By:/s/ Peter Hebert, Managing Member 04/20/2021
Lux Co-invest Partners LLC, By: /s/ Peter Hebert, Managing Member 04/20/2021
Lux Venture Partners IV, LLC, By: /s/ Peter Hebert, Managing Member 04/20/2021
** 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).
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