D-Wave Quantum Inc. — Director's Dealing 2023

Mar 25, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: D-Wave Quantum Inc. (QBTS)
CIK: 0001907982
Period of Report: 2022-08-10

Reporting Person: GOLDMAN SACHS GROUP INC (10% Owner)
Reporting Person: 2014 EMPLOYEE OFFSHORE AGGREGATOR, L.P. (10% Owner)
Reporting Person: STONE STREET 2014 HOLDINGS, L.P. (10% Owner)
Reporting Person: GOLDMAN SACHS & CO. LLC (10% Owner)
Reporting Person: Broad Street Principal Investments, L.L.C. (10% Owner)
Reporting Person: Bridge Street 2014, L.P. (10% Owner)
Reporting Person: MBD 2014, L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-08-10	Common Stock, par value $0.0001 per share	P	19100	$12.0128	Acquired	7958246	Indirect
2022-08-10	Common Stock, par value $0.0001 per share	S	19100	$12.0128	Disposed	7939146	Indirect
2022-08-10	Common Stock, par value $0.0001 per share	P	500	$12.00	Acquired	7939646	Indirect
2022-08-10	Common Stock, par value $0.0001 per share	S	500	$12.00	Disposed	7939146	Indirect
2022-08-11	Common Stock, par value $0.0001 per share	P	54	$11.79	Acquired	7939200	Indirect
2022-08-11	Common Stock, par value $0.0001 per share	S	1	$12.10	Disposed	7939199	Indirect
2022-08-11	Common Stock, par value $0.0001 per share	S	54	$11.79	Disposed	7939145	Indirect
2022-08-11	Common Stock, par value $0.0001 per share	P	1	$12.10	Acquired	7939146	Indirect
2022-08-12	Common Stock, par value $0.0001 per share	S	24	$11.14	Disposed	7939122	Indirect
2022-08-12	Common Stock, par value $0.0001 per share	P	13	$11.36	Acquired	7939135	Indirect
2022-08-12	Common Stock, par value $0.0001 per share	S	13	$11.36	Disposed	7939122	Indirect
2022-08-12	Common Stock, par value $0.0001 per share	P	24	$11.14	Acquired	7939146	Indirect
2022-08-16	Common Stock, par value $0.0001 per share	S	100	$10.45	Disposed	7939046	Indirect
2022-08-16	Common Stock, par value $0.0001 per share	P	100	$10.45	Acquired	7939146	Indirect
2022-08-19	Common Stock, par value $0.0001 per share	P	29	$8.95	Acquired	7939175	Indirect
2022-08-19	Common Stock, par value $0.0001 per share	S	29	$8.95	Disposed	7939146	Indirect
2022-08-23	Common Stock, par value $0.0001 per share	P	100	$8.05	Acquired	7939246	Indirect
2022-08-23	Common Stock, par value $0.0001 per share	S	100	$8.05	Disposed	7939146	Indirect
2022-08-24	Common Stock, par value $0.0001 per share	S	14	$8.88	Disposed	7939132	Indirect
2022-08-24	Common Stock, par value $0.0001 per share	P	14	$8.88	Acquired	7939146	Indirect
2022-08-31	Common Stock, par value $0.0001 per share	S	64	$6.39	Disposed	7939082	Indirect
2022-08-31	Common Stock, par value $0.0001 per share	P	64	$7.01	Acquired	7939146	Indirect
2022-08-31	Common Stock, par value $0.0001 per share	P	64	$6.68	Acquired	7939210	Indirect
2022-08-31	Common Stock, par value $0.0001 per share	S	64	$6.68	Disposed	7939146	Indirect
2022-09-02	Common Stock, par value $0.0001 per share	P	255	$6.2967	Acquired	7939401	Indirect
2022-09-02	Common Stock, par value $0.0001 per share	P	51	$6.165	Acquired	7939452	Indirect
2022-09-02	Common Stock, par value $0.0001 per share	P	102	$6.2194	Acquired	7939554	Indirect
2022-09-02	Common Stock, par value $0.0001 per share	P	222	$6.1348	Acquired	7939776	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-12-13	Warrants	$	P	6366	Acquired		Common Stock, par value $0.0001 per share (9257)	Indirect
2022-12-13	Warrants	$	S	6366	Disposed		Common Stock, par value $0.0001 per share (9257)	Indirect

Footnotes

F1: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), 2014 Employee Offshore Aggregator, L.P. ("2014 EOA"), Bridge Street 2014, L.P. ("Bridge Street 2014"), MBD 2014, L.P. ("MBD 2014") and Stone Street 2014 Holdings, L.P. ("Stone Street 2014") (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Securities Exchange Act of 1934 (the "Exchange Act"), or for any other purpose. This filing is being made based on there being 63,096,354 shares of common stock, par value $0.0001, of D-Wave Quantum Inc. (the "Issuer", such stock, the "Common Shares")

F2: (Continued from Footnote 1) outstanding as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2022 (the "Form 10-Q"). The Form 10-Q also discloses on the cover page that there are 48,409,641 outstanding exchangeable shares and appears to treat the Common Shares and exchangeable shares as one class of equity security. If the Common Shares and exchangeable shares are treated as one class of equity security, the Reporting Persons are not greater than 10% beneficial owners for Section 16 purposes. In light of the ambiguity in the Issuer's filings with the Securities and Exchange Commission, the Reporting Persons are filing this Form 4 as a precatory matter and do not thereby admit they are greater than 10% beneficial owners or subject to Section 16.

F3: Without conceding its status as a greater than 10% beneficial owner or that the reported transactions, including any riskless principal trades in connection with client trade facilitation in the ordinary course of business, are subject to liability under Section 16(b) of the Exchange Act, the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that the Reporting Persons were greater than 10% beneficial owners and the transactions were subject to Section 16(b) has been remitted to the Issuer.

F4: Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 7,939,146 Common Shares of the Issuer by reason of the direct or indirect beneficial ownership of such shares as follows: (i) 7,234,875 Common Shares held by BSPI, (ii) 174,351 Common Shares held by 2014 EOA, (iii) 294,912 Common Shares held by Bridge Street 2014, (iv) 97,147 Common Shares held by MBD 2014 and (v) 137,861 Common Shares held by Stone Street 2014 (BSPI, 2014 EOA, Bridge Street 2014, MBD 2014 and Stone Street 2014 together, the "GS Entities") because Goldman Sachs is a wholly owned subsidiary of GS Group, and affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or investment manager of each of the GS Entities, as applicable.

F5: Each warrant of the Issuer entitles the holder to purchase 1.4541326 Common Shares at $11.50. The warrants are exercisable commencing on September 4, 2022. The warrants will expire on August 5, 2027, or earlier upon redemption or liquidation.