Schrodinger, Inc. — Director's Dealing 2020

Feb 10, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: SHAW DAVID E (10% Owner)
Reporting Person: Schrodinger Equity Holdings, LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-10	Common Stock, par value $0.01 per share	C	14890845	—	Acquired	14890845	Indirect
2020-02-10	Common Stock, par value $0.01 per share	C	1133158	—	Acquired	1133158	Indirect
2020-02-10	Common Stock, par value $0.01 per share	C	467889	—	Acquired	467889	Indirect
2020-02-10	Common Stock, par value $0.01 per share	C	4264	—	Acquired	4264	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-10	Series A Preferred Stock, $0.01 par value per share	$	C	111314131	Disposed		Common Stock, $0.01 par value per share (14890845)	Indirect
2020-02-10	Series A Preferred Stock, $0.01 par value per share	$	C	8470745	Disposed		Common Stock, $0.01 par value per share (1133158)	Indirect
2020-02-10	Series A Preferred Stock, $0.01 par value per share	$	C	3497635	Disposed		Common Stock, $0.01 par value per share (467889)	Indirect
2020-02-10	Series A Preferred Stock, $0.01 par value per share	$	C	31878	Disposed		Common Stock, $0.01 par value per share (4264)	Indirect

Footnotes

F1: On February 10, 2020, all shares of Schrodinger, Inc. ("Issuer") Series A Preferred Stock, par value $0.01 per share, converted into shares of Issuer Common Stock, par value $0.01 per share, upon the closing of the Issuer's initial public offering of Common Stock without payment of consideration. The conversion rate was one share of Issuer Common Stock per each 7.47534 shares of Series A Preferred Stock. The Series A Preferred Stock was convertible into shares of Issuer Common Stock at any time and automatically upon the closing of the Issuer's initial public offering and had no expiration date.

F2: Schrodinger Equity Holdings, LLC, which holds these securities, is owned in its entirety through a trust of which David E. Shaw is the trustee and beneficiary.

F3: David E. Shaw is President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of D. E. Shaw & Co., L.P. David E. Shaw disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any.

F4: D. E. Shaw & Co., L.P. is the investment adviser of D. E. Shaw Valence Portfolios, L.L.C. Additionally, David E. Shaw is President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of D. E. Shaw & Co., L.L.C., which is the manager of D. E. Shaw Valence Portfolios, L.L.C. David E. Shaw disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any.

F5: David E. Shaw is President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the sole member of D. E. Shaw Technology Development, LLC.