Sec Form 13D Filing - Casdin Capital LLC filing for EQRx Inc. (EQRX) - 2023-11-14

This statement is filed on behalf of each of the following person (collectively, the “Reporting Persons”):

i. Eli Casdin (“Mr. Casdin”), a member of the Board of Managers of CMLS Holdings III LLC (“CMLS Holdings III”) and the holder of record of the Common Stock (as defined below) reported herein;

ii. Casdin Capital, LLC;

iii. Casdin Partners GP, LLC;

iv. CMLS Holdings III;

v. Casdin Partners Master Fund, L.P., an affiliate of CMLS Holdings III;

vi. Casdin Venture Opportunities Fund, L.P., an affiliate of CMLS Holdings III; and

vii. Casdin Private Growth Equity Fund GP, LLC.

The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to a Reporting Persons is made by such Reporting Persons.

The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein.

The Reporting Persons have entered into a joint filing agreement, filed as Exhibit A to this Schedule 13D, pursuant to which the Reporting Persons agreed to file the Schedule 13D and any amendments thereto in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

i. Mr. Casdin is a citizen of the United States of America

ii. Casdin Capital, LLC is a Delaware limited liability company;

iii. Casdin Partners GP, LLC is a Delaware limited liability company;

iv. CMLS Holdings III is a Delaware limited liability company;

v. Casdin Partners Master Fund, l.P. is a Delaware limited partnership;

vi. Casdin Venture Opportunities Fund, L.P., is a Delaware limited partnership; and

vii. Casdin Private Growth Equity Fund GP, LLC is a Delaware limited liability company.

On November 9, 2023 (the “Closing Date”), pursuant to the terms of an Agreement and Plan of Merger, dated as of July 31, 2023 (the “Merger Agreement”), by and among EQRx, Revolution Medicines, Inc., a Delaware corporation (“Revolution Medicines”), Equinox Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Revolution Medicines (“Merger Sub I”), and Equinox Merger Sub II LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Revolution Medicines (“Merger Sub II”), Merger Sub I merged with and into EQRx (the “First Merger”), with EQRx surviving the First Merger as a direct, wholly owned subsidiary of Revolution Medicines (the “First Merger Surviving Corporation”), and following the First Merger, the First Merger Surviving Corporation merged with and into Merger Sub II, with Merger Sub II surviving as a direct, wholly owned subsidiary of Revolution Medicines (together with the First Merger, the “Mergers”).

As a result of the Mergers, all outstanding Shares of the Issuer held by the Reporting Persons were exchanged for shares of Revolution Medicines.

The foregoing description of the Mergers, the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the Merger Agreement, which is attached as Exhibit 2.1 to EQRx’s Form 8-K filed with the SEC on July 31, 2023.

As of the Closing Date, the Reporting Persons were no longer deemed to beneficially own any Common Shares of the Issuer.

The Reporting Persons have not effected any transactions in the Company’s Common Stock during the past 60 days.

No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by the Reporting Persons.

By: Casdin Capital LLC, its Investment Adviser

CASDIN VENTURE OPPORTUNITIES FUND, L.P.

By: Casdin Partners GP, LLC, its General Partner

By: Casdin Capital LLC, its Investment Adviser

CASDIN VENTURE OPPORTUNITIES FUND, L.P.

By: Casdin Partners GP, LLC, its General Partner