Recursion Pharmaceuticals Inc.

11/14/2024 | Press release | Distributed by Public on 11/14/2024 18:20

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN 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 *
Secora Michael
2. Issuer Name and Ticker or Trading Symbol
RECURSION PHARMACEUTICALS, INC. [RXRX] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
C/O RECURSION PHARMACEUTICALS, 41 S. RIO GRANDE STREET 		3. Date of Earliest Transaction (Month/Day/Year)
11/12/2024
(Street)
SALT LAKE CITY, UT 84101 		4. If Amendment, Date 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
(City) (State) (Zip)
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 11/12/2024 M(1) 39,375 A $2.22 1,490,256 D
Class A Common Stock 11/12/2024 S(1) 15,000 D $7.6419(2) 1,475,256 D
Class A Common Stock 11/13/2024 M(1) 39,375 A $2.22 1,514,631 D
Class A Common Stock 11/13/2024 S(1) 15,000 D $7.6584(3) 1,499,631 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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) $2.22 11/12/2024 M(1) 39,375 (4) 03/03/2030 Class A Common Stock 39,375 $ 0 377,010 D
Stock Option (Right to Buy) $2.22 11/13/2024 M(1) 39,375 (4) 03/03/2030 Class A Common Stock 39,375 $ 0 337,635 D
Stock Option (Right to Buy) $2.22 (5) 03/03/2030 Class A Common Stock 0 685,177 D
Stock Option (Right to Buy) $11.4 02/04/2022 02/04/2032 Class A Common Stock 0 3,914 D
Stock Option (Right to Buy) $11.4 (6) 02/04/2032 Class A Common Stock 0 116,684 D
Stock Option (Right to Buy) $8.55 (7) 02/01/2033 Class A Common Stock 0 404,857 D
Stock Option (Right to Buy) $10.09 (8) 02/09/2034 Class A Common Stock 0 348,380 D

Reporting Owners

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

Signatures

/s/Jonathan Golightly, attorney-in-fact 11/14/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Transaction is pursuant to a 10b5-1 trading plan adopted by the Reporting Person on March 1, 2024.
(2) This transaction was executed in multiple trades at prices ranging from $7.49 to $8.01 The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
(3) This transaction was executed in multiple trades at prices ranging from $7.31 to $7.99. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
(4) The option, originally for 1,500,000 shares, vests incrementally upon satisfaction of certain liquidity events.
(5) The option, originally for 1,125,000 shares, vests as to one forty-eighth (1/48th) of the shares subject to the award one month after March 1, 2020, and one forty-eighth (1/48th) of the shares subject to the award shall vest each month thereafter.
(6) The option vests as to one forty-eighth (1/48th) of the shares subject to the option on March 1, 2022, and one forty-eighth (1/48th) of the shares subject to the option shall vest each month thereafter.
(7) The option vests as to one forty-eighth (1/48th) of the shares subject to the option on March 1, 2023, and one forty-eighth (1/48th) of the shares subject to the option shall vest each month thereafter.
(8) The option vests as to one forty-eighth (1/48th) of the shares subject to the option on March 1, 2024, and one forty-eighth (1/48th) of the shares subject to the option shall vest each month thereafter.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.