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*
Data Collective IV, L.P.

(Last) (First) (Middle)
270 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94301

(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)
04/20/2021
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
Common Stock 04/20/2021 C 5,941,120 A (1) 5,941,120 I See footnote(2)
Common Stock 04/20/2021 J(3) 5,941,120 D (3) 0 I See footnote(2)
Class A Common Stock 04/20/2021 J(3) 5,941,120 A (3) 5,941,120 I See footnote(2)
Common Stock 04/20/2021 C 3,951,141 A (1) 3,951,141 I See footnote(4)
Common Stock 04/20/2021 J(3) 3,951,141 D (3) 0 I See footnote(4)
Class A Common Stock 04/20/2021 J(3) 3,951,141 A (3) 3,951,141 I See footnote(4)
Common Stock 04/20/2021 C 3,726,963 A (1) 3,726,963 I See footnote(5)
Common Stock 04/20/2021 J(3) 3,726,963 D (3) 0 I See footnote(5)
Class A Common Stock 04/20/2021 J(3) 3,726,963 A (3) 3,726,963 I See footnote(5)
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 (1) 04/20/2021 C 3,771,996 (1) (1) Common Stock(1) 3,771,996 $0.00 0 I See footnote(2)
Series B Preferred Stock (1) 04/20/2021 C 1,073,595 (1) (1) Common Stock(1) 1,073,595 $0.00 0 I See footnote(2)
Series B Preferred Stock (1) 04/20/2021 C 3,220,788 (1) (1) Common Stock(1) 3,220,788 $0.00 0 I See footnote(4)
Series C Preferred Stock (1) 04/20/2021 C 1,095,529 (1) (1) Common Stock(1) 1,095,529 $0.00 0 I See footnote(2)
Series C Preferred Stock (1) 04/20/2021 C 730,353 (1) (1) Common Stock(1) 730,353 $0.00 0 I See footnote(4)
Series D Preferred Stock (1) 04/20/2021 C 3,726,963 (1) (1) Common Stock(1) 3,726,963 $0.00 0 I See footnote(5)
1. Name and Address of Reporting Person*
Data Collective IV, L.P.

(Last) (First) (Middle)
270 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Data Collective IV GP, LLC

(Last) (First) (Middle)
270 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DCVC V GP, LLC

(Last) (First) (Middle)
270 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DCVC V, L.P.

(Last) (First) (Middle)
270 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DCVC Opportunity Fund II GP, LLC

(Last) (First) (Middle)
270 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DCVC Opportunity Fund II, L.P.

(Last) (First) (Middle)
270 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ocko Matthew

(Last) (First) (Middle)
270 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
Explanation of Responses:
1. Each share of Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and Series D Preferred Stock automatically converted into 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 Common Stock on a 1.1869358:1 basis immediately prior to the completion of the Issuer's IPO. The right to convert Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock into Common Stock had no expiration date.
2. Represents shares held of record by Data Collective IV, L.P. ("DCVC IV"). Data Collective IV GP, LLC ("DCVC IV GP") is the general partner of DCVC IV and has sole voting and dispositive power with regard to the shares held by DCVC IV. Matthew Ocko and Zachary Bogue are the managing members of DCVC IV GP and share voting and dispositive power with respect to the shares held by DCVC IV. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of such shares and this report shall not be deemed an admission that such person is the beneficial owner of such shares, except to the extent of such person's indirect pecuniary interest therein, if any.
3. 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.
4. Represents shares held of record by DCVC Opportunity Fund II, L.P. ("DCVC Opp Fund II"). DCVC Opportunity Fund II GP, LLC ("DCVC Opp Fund II GP") is the general partner of DCVC Opp Fund II and has sole voting and dispositive power with regard to the shares held by DCVC Opp Fund II. Matthew Ocko and Zachary Bogue are the managing members of DCVC Opp Fund II GP and share voting and dispositive power with respect to the shares held by DCVC Opp Fund II. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of such shares and this report shall not be deemed an admission that such person is the beneficial owner of such shares, except to the extent of such person's indirect pecuniary interest therein, if any.
5. Represents shares held of record by DCVC V, L.P. ("DCVC V"). DCVC V GP, LLC ("DCVC V GP") is the general partner of DCVC V and has sole voting and dispositive power with regard to the shares held by DCVC V. Matthew Ocko and Zachary Bogue are the managing members of DCVC V GP and share voting and dispositive power with respect to the shares held by DCVC V. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of such shares and this report shall not be deemed an admission that such person is the beneficial owner of such shares, except to the extent of such person's indirect pecuniary interest therein, if any.
Remarks:
Data Collective IV, L.P., By: Data Collective IV GP, LLC, its General Partner By: /s/ Matthew Ocko, Managing Member 04/22/2021
Data Collective IV GP, LLC, By: /s/ Matthew Ocko, Managing Member 04/22/2021
DCVC V GP, LLC, By: /s/ Matthew Ocko, Managing Member 04/22/2021
DCVC V, L.P., By: DCVC V GP, LLC, its General Partner, By: /s/ Matthew Ocko, Managing Member 04/22/2021
DCVC Opportunity Fund II GP, LLC, By: /s/ Matthew Ocko, Managing Member 04/22/2021
DCVC Opportunity Fund II, L.P., By: DCVC Opportunity Fund II GP, LLC, its General Partner, By: /s/ Matthew Ocko, Managing Member 04/22/2021
/s/ Matthew Ocko 04/22/2021
** 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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