Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Schrödinger, Inc.
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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80810D103
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(CUSIP Number)
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December 31, 2020
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with
respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 80810D103
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13G
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) David E. Shaw |
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) (a) ☐ (b) ☐ |
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
4,264 |
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6.
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SHARED VOTING POWER
-0- |
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7.
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SOLE DISPOSITIVE POWER
9,662,606 |
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8.
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SHARED DISPOSITIVE POWER
-0- |
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,662,606 |
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.2% |
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12.
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TYPE OF REPORTING PERSON (see instructions)
IN |
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CUSIP No. 80810D103
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13G
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Charles Ardai |
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) (a) ☐ (b) ☐ |
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
9,658,342* |
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6.
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SHARED VOTING POWER
-0- |
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7.
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SOLE DISPOSITIVE POWER
-0- |
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8.
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SHARED DISPOSITIVE POWER
-0- |
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,658,342 |
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.2% |
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12.
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TYPE OF REPORTING PERSON (see instructions)
IN |
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* As Distribution Manager of Schrodinger Equity Holdings, LLC pursuant to the terms of its limited liability company agreement.
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CUSIP No. 80810D103
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13G
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Schrodinger Equity Holdings, LLC |
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) (a) ☐ (b) ☐ |
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
9,658,342 |
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6.
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SHARED VOTING POWER
-0- |
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7.
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SOLE DISPOSITIVE POWER
9,658,342 |
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8.
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SHARED DISPOSITIVE POWER
-0- |
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,658,342 |
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.2% |
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12.
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TYPE OF REPORTING PERSON (see instructions)
OO |
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Item 1.
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(a)
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Name of Issuer
Schrödinger, Inc. |
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(b)
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Address of Issuer’s Principal Executive Offices
120 West 45th Street, 17th Floor New York, New York 10036
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Item 2.
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(a)
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Name of Persons Filing
David E. Shaw Charles Ardai
Schrodinger Equity Holdings, LLC
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(b)
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Address of the Principal Business Office or, if none, residence
The address of the principal office of David E. Shaw, Charles Ardai and Schrodinger Equity Holdings, LLC is 120 West 45th Street, 39th Floor, New York, New York 10036. |
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(c)
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Citizenship
David E. Shaw and Charles Ardai each is a citizen of the United States of America. Schrodinger Equity Holdings, LLC is a limited liability company organized under the laws of the state of Delaware.
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(d)
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Title of Class of Securities
Common stock, par value $0.01 per share |
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(e)
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CUSIP Number
80810D103 |
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Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the
person filing is a:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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Item 4. Ownership.
This information is incorporated by reference to the disclosure set forth in the applicable cover page.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
Instruction.
Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Schrodinger Equity Holdings, LLC is
owned in its entirety through a trust of which David E. Shaw is the trustee and beneficiary. As a result, Schrodinger Equity Holdings, LLC’s shares are held on behalf of David E. Shaw, who has the right to receive dividends from, or the proceeds
from the sale of, such shares at the direction of Charles Ardai, who is the
Distribution Manager of Schrodinger Equity Holdings, LLC.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security
Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Dated: April 26, 2021
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David E. Shaw
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/s/ Charles Ardai
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Signature
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Charles Ardai, Attorney-in-Fact for David E. Shaw
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Name/Title
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Charles Ardai
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/s/ Charles Ardai
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Signature
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Schrodinger Equity Holdings, LLC
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/s/ Charles Ardai
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Signature
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Charles Ardai, Authorized Signatory
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Name/Title
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