Relay Therapeutics, Inc. — Director's Dealing 2021

Jan 15, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Relay Therapeutics, Inc. (RLAY)
CIK: 0001812364
Period of Report: 2021-01-12

Reporting Person: Third Rock Ventures III, L.P. (10% Owner)
Reporting Person: Third Rock Ventures GP III, L.P. (10% Owner)
Reporting Person: TRV GP III, LLC (10% Owner)
Reporting Person: STARR KEVIN P (10% Owner)
Reporting Person: TEPPER ROBERT I (10% Owner)
Reporting Person: LEVIN MARK J (10% Owner)
Reporting Person: Third Rock Ventures IV, L.P. (10% Owner)
Reporting Person: Third Rock Ventures GP IV, L.P. (10% Owner)
Reporting Person: TRV GP IV, LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-12	Common Stock	S	1500000	$40.00	Disposed	9051115	Direct
2021-01-13	Common Stock	S	1247873	$40.01	Disposed	7803242	Direct
2021-01-13	Common Stock	S	8727	$41.08	Disposed	7794515	Direct
2021-01-13	Common Stock	S	42860	$42.12	Disposed	7751655	Direct
2021-01-13	Common Stock	S	4325	$44.00	Disposed	7747330	Direct
2021-01-13	Common Stock	S	7412	$44.73	Disposed	7739918	Direct
2021-01-13	Common Stock	S	805050	$40.01	Disposed	2006147	Indirect
2021-01-13	Common Stock	S	5630	$41.08	Disposed	2000517	Indirect
2021-01-13	Common Stock	S	27650	$42.12	Disposed	1972867	Indirect
2021-01-13	Common Stock	S	2791	$44.00	Disposed	1970076	Indirect
2021-01-13	Common Stock	S	4782	$44.73	Disposed	1965294	Indirect
2021-01-14	Common Stock	S	1965294	$41.00	Disposed	0	Indirect

Footnotes

F1: These shares are directly held by Third Rock Ventures III, L.P. ("TRV III"). The general partner of TRV III is Third Rock Ventures GP III, L.P. ("TRV GP III"). The general partner of TRV GP III is TRV GP III, LLC ("TRV GP III LLC"). The individual managers of TRV GP III LLC are Mark Levin ("Levin"), Kevin Starr ("Starr") and Dr. Robert Tepper ("Tepper"). Each of TRV GP III, TRV GP III LLC, Levin, Starr and Tepper disclaims beneficial ownership of the shares except to the extent of its or his pecuniary interest therein, if any, and this report shall not be deemed an admission that it or he is the beneficial owner of such shares.

F2: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.00 to $40.96, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (2).

F3: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.00 to $41.86, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (3).

F4: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.00 to $42.96, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (4).

F5: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.04 to $44.00, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (5).

F6: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.03 to $44.98, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (6).

F7: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.00 to $40.96, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (7).

F8: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.00 to $41.86, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (8).

F9: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.00 to $42.96, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (9).

F10: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.04 to $44.00, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (10).

F11: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.03 to $44.98, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (11).

F12: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.00 to $41.46, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (12).

F13: These shares are directly held by Third Rock Ventures IV, L.P. ("TRV IV"). The general partner of TRV IV is Third Rock Ventures GP IV, L.P. ("TRV GP IV"). The general partner of TRV GP IV is TRV GP IV, LLC ("TRV GP IV LLC"). Each of the reporting persons, except for TRV IV, disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that it or he is the beneficial owner of such shares.

F14: Each of the reporting persons disclaims the existence of a Section 13(d) "group" as between the TRV III related parties and the TRV IV related parties and this report shall not be deemed an admission that any of such parties is or may be part of such a group with any of the other parties.