Recursion Pharmaceuticals Inc.

12/02/2024 | Press release | Distributed by Public on 12/02/2024 18:03

Initial Statement of Beneficial Ownership - Form 3

Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Taylor Ben R
2. Date of Event Requiring Statement (Month/Day/Year)
11/20/2024
3. Issuer Name and Ticker or Trading Symbol
RECURSION PHARMACEUTICALS, INC. [RXRX]
(Last) (First) (Middle)
C/O RECURSION PHARMACEUTICALS, INC., 41 S RIO GRANDE STREET
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)
SALT LAKE CITY, UT 84101
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
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)
Class A Common Stock 61,870 D
Class A Common Stock 75,375(1) D
Class A Common Stock 21,199(2) D
Class A Common Stock 102,186(3) D
Class A Common Stock 63,867(4) D
Class A Common Stock 71,294(5) D
Class A Common Stock 81,479(6) D
Class A Common Stock 4,830(7) D
Class A Common Stock 14,492(8) D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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 control number.
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 of Derivative Security: 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
Stock Option (Right to Buy) (9) 11/26/2030 Class A Common Stock 289,837 $0.04 D
Stock Option (Right to Buy) (10) 04/02/2031 Class A Common Stock 92,748 $0.06 D
Stock Option (Right to Buy) (11) 07/01/2031 Class A Common Stock 81,154 $0.14 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Taylor Ben R
C/O RECURSION PHARMACEUTICALS, INC.
41 S RIO GRANDE STREET
SALT LAKE CITY, UT 84101
Chief Financial Officer

Signatures

/s/ Jonathan Golightly, attorney-in-fact 12/02/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents restricted stock units ("RSUs") exchanged in connection with the acquisition of the entire issued and to be issued share capital of Exscientia plc ("Exscientia") by Recursion Pharmaceuticals, Inc. ("Recursion") on November 20, 2024 (the "Transaction"), each RSU representing the right to receive one share of Class A common stock of Recursion. The RSUs vest on April 1, 2025, subject to the Recipient continuing to be a service provider through the applicable vesting date.
(2) Represents RSUs exchanged in connection with the Transaction, each RSU representing the right to receive one share of Class A common stock of Recursion. The RSUs vest on in equal quarterly installments beginning December 15, 2024 through March 15, 2026, subject to the Recipient continuing to be a service provider through the applicable vesting date.
(3) Represents RSUs exchanged in connection with the Transaction, each RSU representing the right to receive one share of Class A common stock of Recursion. The RSUs vest on April 4, 2026, subject to the Recipient continuing to be a service provider through the applicable vesting date.
(4) Represents RSUs exchanged in connection with the Transaction, each RSU representing the right to receive one share of Class A common stock of Recursion. The RSUs vest in equal quarterly installments beginning December 15, 2024 through March 15, 2027, subject to the Recipient continuing to be a service provider through the applicable vesting date.
(5) Represents RSUs exchanged in connection with the Transaction, each RSU representing the right to receive one share of Class A common stock of Recursion. The RSUs vest in equal quarterly installments beginning December 15, 2024 through March 15, 2028, subject to the Recipient continuing to be a service provider through the applicable vesting date.
(6) Represents RSUs exchanged in connection with the Transaction, each RSU representing the right to receive one share of Class A common stock of Recursion. The RSUs vest on April 17, 2027, subject to the Recipient continuing to be a service provider through the applicable vesting date.
(7) Represents RSUs exchanged in connection with the Transaction, each RSU representing the right to receive one share of Class A common stock of Recursion. The RSUs vest on November 20, 2025, subject to the Recipient continuing to be a service provider through the applicable vesting date.
(8) Represents shares of Class A common stock of Recursion issuable in connection with RSUs of Exscientia that were cancelled and exchanged for the right to receive shares of Class A common stock of Recursion in connection with the Transaction. Such shares are issuable net of shares withheld for applicable taxes. The number of shares of Class A common stock of Recursion withheld for taxes will be reported on a Form 4 following the issuance of these shares.
(9) Received in substitution for a share option to acquire 375,000 ordinary shares of Exscientia in connection with the Transaction. Twenty-five percent of the shares subject to the award vest and become exercisable on November 17, 2021, and the remaining shares subject to the award vest and become exercisable in annual installments thereafter, subject to Mr. Taylor's continued service through each vesting date.
(10) Received in substitution for a share option to acquire 120,000 ordinary shares of Exscientia for $0.0452 per share in connection with the Transaction Twenty-five percent of the shares subject to the award vest and become exercisable on April 3, 2022, and the remaining shares subject to the award vest and become exercisable in quarterly installments thereafter, subject to Mr. Taylor's continued service through each vesting date.
(11) Received in substitution for a share option to acquire 105,000 ordinary shares of Exscientia for $0.101 per share in connection with the Transaction Twenty-five percent of the shares subject to the award vest and become exercisable on July 1, 2022, and the remaining shares subject to the award vest and become exercisable in quarterly installments thereafter, subject to Mr. Taylor's continued service through each vesting date.

Remarks:
Exhibit 24 - Power of Attorney
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