| 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 |
|
|||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 02/05/2020 |
3. Issuer Name and Ticker or Trading Symbol
Schrodinger, Inc. [ SDGR ] |
|||||||||||||
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| 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) |
|
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: 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 | ||||
| Series A Preferred Stock, $0.01 par value per share | (1) | (1) | Common Stock, $0.01 par value per share | 14,890,845 | (1) | I | Held by Schrodinger Equity Holdings, LLC(2) |
| Series A Preferred Stock, $0.01 par value per share | (1) | (1) | Common Stock, $0.01 par value per share | 1,133,158 | (1) | I | Held by D. E. Shaw & Co., L.P.(3) |
| Series A Preferred Stock, $0.01 par value per share | (1) | (1) | Common Stock, $0.01 par value per share | 467,889 | (1) | I | Held by D. E. Shaw Valence Portfolios, L.L.C.(4) |
| Series A Preferred Stock, $0.01 par value per share | (1) | (1) | Common Stock, $0.01 par value per share | 4,264 | (1) | I | Held by D. E. Shaw Technology Development, LLC(5) |
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. Each share of Schrodinger, Inc. ("Issuer") Series A Preferred Stock, $.01 par value per share, is convertible into shares of Issuer Common Stock, $0.01 par value per share, at any time, has no expiration date and will automatically convert into shares of Issuer Common Stock upon the closing of the Issuer's initial public offering of Common Stock. The current conversion rate is one share of Issuer Common Stock per each 7.47534 shares of Series A Preferred Stock. |
| 2. Schrodinger Equity Holdings, LLC, which holds these securities, is owned in its entirety through a trust of which David E. Shaw is the trustee and beneficiary. |
| 3. David E. Shaw is President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of D. E. Shaw & Co., L.P. David E. Shaw disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein, if any. |
| 4. D. E. Shaw & Co., L.P. is the investment adviser of D. E. Shaw Valence Portfolios, L.L.C. Additionally, David E. Shaw is President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of D. E. Shaw & Co., L.L.C., which is the manager of D. E. Shaw Valence Portfolios, L.L.C. David E. Shaw disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any. |
| 5. David E. Shaw is President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the sole member of D. E. Shaw Technology Development, LLC. |
| Remarks: |
| David E. Shaw, By: /s/ Charles Ardai, Attorney-in-Fact | 02/05/2020 | |
| Schrodinger Equity Holdings, LLC, By: /s/ Charles Ardai, Authorized Signatory | 02/05/2020 | |
| ** 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 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). | ||
| 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. | ||
APPOINTMENT AND
AUTHORIZATION OF AGENTS
AND
POWER OF ATTORNEY
|
I.
|
Appointment and Authorization of Agents of Schrodinger Equity Holdings,
LLC.
|
||
|
A.
|
David E. Shaw, acting for Schrodinger Equity Holdings, LLC (the
“LLC”) in his capacity as Manager of the LLC pursuant to Section
6.02(a)(i) of the LLC’s
Limited Liability Company Agreement (the “LLC
Agreement”) hereby constitutes, designates and appoints Charles Ardai as
the LLC’s authorized agent, to:
|
||
|
(i).
|
prepare, execute in the name and on
behalf of the LLC and submit to the
U.S. Securities and Exchange Commission (the
“SEC”) a Form ID (or any successor
form), including amendments thereto, and any other documents necessary
or appropriate to obtain codes and passwords enabling the LLC to
make electronic filings with the SEC of reports required by the Securities
Exchange Act of 1934 (the “Exchange Act”) or any rule or regulation
of the SEC;
|
||
|
(ii).
|
execute for and on behalf of the LLC any
filings required under the
Securities Act of 1933 (the “Securities Act”) or the
Exchange Act in connection with the LLC’s interests in Schrödinger,
Inc., including without limitation Forms 3, 4 and 5, any filings made pursuant
to Rule 144 promulgated under the
Securities Act, and any filings made pursuant to Section 13(d) or
13(g) of the Exchange Act; and make any communications with Schrödinger,
Inc. concerning Schrödinger, Inc.’s disclosures pursuant to the
Securities Act or the Exchange Act
regarding the LLC’s interests in Schrödinger, Inc.;
|
||
|
(iii).
|
do and perform any and all acts for and on behalf of the LLC
which may be necessary or desirable to complete and execute any filings required
under the Securities Act or the Exchange Act in connection with the
undersigned’s interests in Schrödinger, Inc.; complete and execute
any amendment or amendments thereto; timely file such filings with the SEC and
any stock exchange or similar
authority; and make any communications with Schrödinger, Inc.
concerning Schrödinger, Inc.’s disclosures pursuant to the Securities
Act or the Exchange Act regarding the LLC’s interests in Schrödinger,
Inc; and
|
||
|
(iv).
|
take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such authorized agent, may be of
benefit
to, in the best interest of, or legally required of, the LLC, it
being understood that the documents executed by such authorized agent on behalf
of the LLC pursuant to this appointment and authorization shall be in such form
and shall contain
such terms and conditions as such authorized agent may approve in
such authorized agent’s discretion.
|
||
|
B.
|
David E. Shaw, acting for the LLC in his capacity as Manager of the LLC
pursuant to Section 6.02(a)(i) of the LLC Agreement, hereby constitutes,
designates and
appoints Michael Nowicki and Bryant Park of the law firm Skadden,
Arps, Slate, Meagher & Flom LLP, so long as they are employed by that firm,
as the LLC’s authorized agents, each with full power to act alone and
without the other, to:
|
||
|
(i).
|
prepare, execute in the name and on behalf of the LLC, and submit to the
SEC a Form ID (or any successor form), including amendments thereto, and any
other
documents necessary or appropriate to obtain codes and passwords
enabling the LLC to make electronic filings with the SEC of reports required by
the Exchange Act or any rule or regulation of the SEC; and
|
||
|
(ii).
|
subject to the prior approval of Charles Ardai in each instance, take any
other action of any type whatsoever in connection with the foregoing which, in
the
opinion of such authorized agent, may be of benefit to, in the best
interest of, or legally required of, the LLC, it being understood that the
documents executed by such authorized agent for and on behalf of the LLC shall
be in such form and
shall contain such terms and conditions as such authorized agent may
approve in such authorized agent’s discretion subject to the
aforementioned approval by Charles Ardai.
|
||
|
|
|||
|
II.
|
Power of
Attorney.
|
||
|
KNOW ALL PERSONS BY THESE PRESENTS that the
undersigned David E. Shaw hereby constitutes, designates and appoints Charles
Ardai as such person’s true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution and full power to act
alone, for the undersigned and in the undersigned’s name, place and stead,
in any and all capacities,
to:
|
|||
|
A.
|
execute for and on behalf of the
undersigned any filings required under
the Securities Act or the Exchange Act in connection with the
undersigned’s interests in Schrödinger, Inc., including without
limitation Forms 3, 4 and 5, any filings made pursuant to Rule 144 promulgated
under the Securities Act, and any
filings made pursuant to Section 13(d) or 13(g) of the Exchange
Act; and make any communications with Schrödinger, Inc. concerning
Schrödinger, Inc.’s disclosures pursuant to the Securities Act or the
Exchange Act regarding the undersigned’s
interests in Schrödinger, Inc.;
|
||
|
B.
|
do and perform any and all
acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any
filings required under the Securities Act or the Exchange Act in connection with the
undersigned’s interests in Schrödinger, Inc.; complete
and execute any amendment or amendments thereto; timely file such filings with
the SEC and any stock exchange or similar authority; and make any communications
with Schrödinger, Inc.
concerning his disclosures pursuant to the Securities Act or the
Exchange Act regarding the undersigned’s interests in Schrödinger,
Inc; and
|
||
|
C.
|
take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-in-fact, may be of
benefit
to, in the best interest of, or legally required of, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney
shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may
approve in such attorney-in-fact’s discretion.
|
||
|
The undersigned hereby grants to such
attorney-in-fact full power and authority to do and perform any and every act
and
thing whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein granted, as fully to all intents
and purposes as the undersigned might or could do if personally present, with
full power of
substitution or revocation, hereby ratifying and confirming all that
such attorney-in-fact, or such attorney-in-fact’s substitute or
substitutes, shall lawfully do or cause to be done by virtue of this power of
attorney and the rights and
powers herein granted. The undersigned acknowledges that the
foregoing attorney-in-fact, in serving in such capacity at the request of the
undersigned, is not assuming any of the undersigned’s responsibilities to
comply with Section 16 of the
Exchange Act.
This Appointment and Authorization of Agents
and Power of Attorney shall remain in full force and effect in each case until
revoked by the LLC or the undersigned (as applicable) in a signed
writing delivered to the foregoing agents and attorney-in-fact (as
applicable).
|
|||
[Signature
Page Follows]
IN WITNESS WHEREOF, this instrument has been executed as of the 29th day of
January, 2020.
|
SCHRODINGER EQUITY HOLDINGS, LLC
|
|||
|
By:
|
/s/ David E. Shaw
|
||
|
Name:
|
David E. Shaw
|
||
|
Title:
|
Manager
|
||
|
DAVID E. SHAW
|
|||
|
/s/ David E. Shaw
|
|||