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*
Li Dean Y

(Last) (First) (Middle)
C/O RECURSION PHARMACEUTICALS
41 S. RIO GRANDE STREET

(Street)
SALT LAKE CITY UT 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
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)
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)
Code V Amount (A) or (D) Price
Common Stock 04/20/2021 C 55,383 A (1) 1,422,048 I By Dean Li and Ruth Li Revocable Trust
Common Stock 04/20/2021 J 1,422,048 D (2) 0 I By Dean Li and Ruth Li Revocable Trust
Class A Common Stock 04/20/2021 J 1,422,048 A (2) 1,422,048 I By Dean Li and Ruth Li Revocable Trust
Common Stock 04/20/2021 J 450,000 D (2) 0 I By Dean Y. Li 2021 2021 Family Trust
Class A Common Stock 04/20/2021 J 450,000 A (2) 450,000 I By Dean Y. Li 2021 2021 Family Trust
Common Stock 04/20/2021 J 1,350,000 D (2) 0 I By Dean Y. Li 2021 2021 GRAT
Class A Common Stock 04/20/2021 J 1,350,000 A (2) 1,350,000 I By Dean Y. Li 2021 2021 GRAT
Common Stock 04/20/2021 J 582,501 D (2) 0 D
Class A Common Stock 04/20/2021 J 582,501 A (2) 582,501 D
Common Stock 04/20/2021 J 13,889(3) D (2) 0 D
Class A Common Stock 04/20/2021 J 13,889(3) A (2) 596,390 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $18 04/20/2021 C 27,778 (4) 04/14/2031 Common Stock(1) 27,778 (2) 0 D
Stock Option (Right to Buy) $18 04/20/2021 C 27,778 (4) 04/14/2031 Class A Common Stock(1) 27,778 (2) 27,778 D
Series A Preferred Stock (1) 04/20/2021 C 22,698 (1) (1) Common Stock(1) 22,698 $0.00 0 I By Dean Li and Ruth Li Revocable Trust
Series A-1 Preferred Stock (1) 04/20/2021 C 32,685 (1) (1) Common Stock(1) 32,685 $0.00 0 I By Dean Li and Ruth Li Revocable Trust
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. 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.
3. The shares are represented by restricted stock units ("RSUs"). Each RSU represents the Reporting Person's right to receive one share of common stock of the Issuer, with 1/3rd of the total amount being received on each anniversary of April 16, 2021.
4. The option becomes exercisable as to 1/3rd of the shares subject to the option on each anniversary of April 15, 2021, subject to the Reporting Person's continuous status as a service provider through each such date.
Remarks:
/s/ Jonathan Golightly, attorney-in-fact 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).
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.