RECURSION PHARMACEUTICALS, INC. — Major Shareholding Notification 2023

May 22, 2023

SC 13G 1 tm2316284d1_sc13g.htm SC 13G

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Schedule 13G

Under the Securities Exchange Act of 1934 (Amendment No. ___)*

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Recursion Pharmaceuticals, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.00001 per share

(Title of Class of Securities)

75629V104

(CUSIP Number)

May 12, 2023

(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)

x 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 the disclosures provided in a prior cover page.

The information required in 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. 75629V104

| 1 | NAME
OF REPORTING PERSONS Kinnevik AB |
| --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
| 3 | SEC
USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Sweden |

| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | SOLE
VOTING POWER 0 |
| --- | --- |
| 6 | SHARED
VOTING POWER 10,405,668 (1) |
| 7 | SOLE
DISPOSITIVE POWER. 0 |
| 8 | SHARED
DISPOSITIVE POWER 10,405,668 (1) |

| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,405,668 (1) |
| --- | --- |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.6% (2) |
| 12 | TYPE
OF REPORTING PERSON CO |

| (1) | Consists
of 10,405,668 shares of the Class A Common Stock of Recursion Pharmaceuticals, Inc. (the
“ Issuer ”) directly beneficially owned by Invik S.A. (“ Invik ”),
which is a wholly and directly owned subsidiary of Kinnevik AB (“ Kinnevik ”).
Kinnevik may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3
of the Securities Exchange Act of 1934 (as amended, the “ Exchange Act ”))
the securities directly beneficially owned by Invik. |
| --- | --- |
| (2) | Calculated
in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act and
based on an aggregate total of 184,643,171 shares of the Issuer’s Class A Common
Stock outstanding as of April 30, 2023, as reported by the Issuer in its Quarterly Report
filed on Form 10-Q for the period ended March 31, 2023, filed with the Securities
and Exchange Commission (the “ SEC ”) on May 8, 2023. |

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CUSIP No. 75629V104

| 1 | NAME
OF REPORTING PERSONS Invik S.A. |
| --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
| 3 | SEC
USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Grand Duchy of Luxembourg |

| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | SOLE
VOTING POWER 0 |
| --- | --- |
| 6 | SHARED
VOTING POWER 10,405,668 (1) |
| 7 | SOLE
DISPOSITIVE POWER. 0 |
| 8 | SHARED
DISPOSITIVE POWER 10,405,668 (1) |

| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,405,668 (1) |
| --- | --- |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.6% (2) |
| 12 | TYPE
OF REPORTING PERSON CO |

| (1) | Consists
of 10,405,668 shares of the Class A Common Stock of the Issuer directly beneficially
owned by Invik. |
| --- | --- |
| (2) | Calculated
in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act and
based on an aggregate total of 184,643,171 shares of the Issuer’s Class A Common
Stock outstanding as of April 30, 2023 as reported by the Issuer in its Quarterly Report
filed on Form 10-Q for the period ended March 31, 2023, filed with the SEC on May 8,
2023. |

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CUSIP No. 75629V104

This statement (the “ Statement ”) on Schedule 13G is being filed by the Reporting Persons (as defined in Item 2(a) below) to report the fact that, effective May 12, 2023, the Reporting Persons became the beneficial owners of 5% or more of the Issuer’s outstanding class of registered voting securities. The beneficial ownership information provided in this Statement is current as of May 18, 2023.

Item 1(a). Name of Issuer.

Recursion Pharmaceuticals, Inc. (the “ Issuer ”)

Item 1(b). Address of Issuer’s Principal Executive Offices.

41 South Rio Grande Street

Salt Lake City, UT 84101

Item 2(a). Name of Persons Filing.

| Kinnevik AB (“ Kinnevik ”),
a public company with limited liability formed under the laws of Sweden; and |
| --- |
| Invik S.A., a private
company with limited liability formed under the laws of the Grand Duchy of Luxembourg (“ Invik ”
and, together with Kinnevik, the “ Reporting Persons ”). |

Item 2(b). Address of Principal Business Office or, if none, Residence.

The address of the principal business office of Kinnevik is:

Skeppsbron 18
SE-103 13 Stockholm
Sweden

The address of the principal business office of Invik is:

| 51, Boulevard Grande-duchesse
Charlotte |
| --- |
| Grand Duchy Of Luxembourg
N4 1331 |

Item 2(c). Citizenship.

| Kinnevik is formed
under the laws of Sweden. |
| --- |
| Invik is formed
under the laws of the Grand Duchy of Luxembourg. |

Item 2(d). Title of Class of Securities.

Class A Common Stock, par value $0.00001 per share

Item 2(e). CUSIP Number.

75629V104

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CUSIP No. 75629V104

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:

(a)	¨	Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
(b)	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	¨	Insurance company as defined in section 3(a)19) of the Act (15 U.S.C. 78c);
(d)	¨	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	¨	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)	¨	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)	¨	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h)	¨	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12
U.S.C. 1813);
(i)	¨	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);
(j)	¨	A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
(k)	¨	Group, in accordance with §240.13d–1(b)(1)(ii)(K).
	If
filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution:________.

ITEM 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.

(a) Amount Beneficially Owned:

Reference to “beneficial ownership” of securities for purposes of this statement (this “ Statement ”) shall be understood to refer to beneficial ownership as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”).

As of May 18, 2023, the Reporting Persons may be deemed to beneficially own an aggregate 10,405,668 shares of the Issuer’s Class A Common Stock. Invik is the direct beneficial owner of all of the securities described in the preceding sentence. Kinnevik is the sole stockholder of Invik and, as such, Kinnevik may be deemed to indirectly beneficially own all of the Issuer’s securities directly beneficially owned by Invik.

(b) Percent of Class:

As of May 18, 2023, the Reporting Persons were deemed to directly or indirectly beneficially own an aggregate 5.6% of the Issuer’s outstanding Class A Common Stock. Invik directly beneficially owns such percentage and Kinnevik is the indirect beneficial owner of the same percentage.

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CUSIP No. 75629V104

The aforementioned percentage was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act and based on an aggregate total of 184,643,171 shares of the Issuer’s Class A Common Stock outstanding as of April 30, 2023 as reported by the Issuer in its Quarterly Report filed on Form 10-Q for the period ended March 31, 2023, filed with the Securities and Exchange Commission (the “ SEC ”) on May 8, 2023.

(c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote:

Reporting Person	Number of Shares
Kinnevik	0
Invik	0

(ii) Shared power to vote or to direct the vote:

Reporting Person	Number of Shares
Kinnevik	10,405,668
Invik	10,405,668

(iii) Sole power to dispose or to direct the disposition of:

Reporting Person	Number of Shares
Kinnevik	0
Invik	0

(iv) Shared power to dispose or to direct the disposition of:

Reporting Person	Number of Shares
Kinnevik	10,405,668
Invik	10,405,668

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 5 percent of the class of securities, check the following ¨

ITEM 6. Ownership of More than Five Percent on Behalf of Another Person.

Item 6 is not applicable.

ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Item 7 is not applicable.

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CUSIP No. 75629V104

ITEM 8. Identification and Classification of Members of the Group.

Item 8 is not applicable.

ITEM 9. Notice of Dissolution of a Group.

Item 9 is not applicable.

ITEM 10. Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.141-11.

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CUSIP No. 75629V104

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: May 22, 2023	KINNEVIK AB
	By:	/s/
Samuel Sjostrom
	Name:	Samuel Sjostrom
	Title:	Chief Financial Officer
Dated: May 22, 2023	INVIK S.A.
	By:	/s/
Mikael Holmberg
	Name:	Mikael Holmberg
	Title:	Director

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