Schrodinger, Inc. — Director's Dealing 2020

Feb 12, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Schrodinger, Inc. (SDGR)
CIK: 0001490978
Period of Report: 2020-02-10

Reporting Person: BILL & MELINDA GATES FOUNDATION TRUST (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-10	Common stock	C	6393429	—	Acquired	6393429	Direct
2020-02-10	Common stock	P	588235	$17.00	Acquired	6981664	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-10	Series B preferred stock	$	C	29468101	Disposed		Common stock (3942041)	Direct
2020-02-10	Series C preferred stock	$	C	47242235	Disposed		Common stock (6319743)	Direct
2020-02-10	Series D preferred stock	$	C	35946010	Disposed		Common stock (4808612)	Direct
2020-02-10	Series E preferred stock	$	C	33543539	Disposed		Common stock (4487226)	Direct
2020-02-10	Limited common stock	$	C	13164193	Acquired		Common stock (13164193)	Direct

Footnotes

F1: Upon closing of the Issuer's initial public offering ("IPO"), all of the Series E preferred stock held by Bill & Melinda Gates Foundation Trust (the "Trust") converted automatically into the Issuer's common stock on a 7.47534-for-1 basis without payment of further consideration. There was no expiration date for the Series E preferred stock.

F2: Represents shares acquired pursuant to an Issuer directed allocation in connection with the Issuer's IPO of common stock.

F3: Upon closing of the Issuer's IPO, the Trust voluntarily exchanged all of its Series B preferred stock and Series C preferred stock into the Issuer's limited common stock on a 7.47534-for-1 basis without payment of further consideration. There was no expiration date for the Series B preferred stock or Series C preferred stock.

F4: Upon closing of the Issuer's IPO, (i) 14,249,523 shares of Series D preferred stock converted automatically into the Issuer's common stock on a 7.47534-for-1 basis without payment of further consideration and (ii) 21,696,487 shares of Seried D preferred stock were voluntarily exchanged at the discretion of the Trust into the Issuer's limited common stock on a 7.47534-for-1 basis without further consideration. There was no expiration date for the Series D preferred stock.

F5: All shares of the Issuer's limited common stock have no expiration date and may be exchanged at the Trust's election into the Issuer's common stock on a 1-for-1 basis without payment of further consideration.