Schrodinger, Inc. — Director's Dealing 2020

Feb 5, 2020

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Schrodinger, Inc. (SDGR)
CIK: 0001490978
Period of Report: 2020-02-05

Reporting Person: Flynn James E (10% Owner, Possible Member of 10% Group)
Reporting Person: Deerfield Mgmt IV, L.P. (10% Owner, Possible Member of 10% Group)
Reporting Person: DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) (10% Owner, Possible Member of 10% Group)
Reporting Person: Deerfield Private Design Fund IV, L.P. (10% Owner, Possible Member of 10% Group)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series E Preferred Stock	$		Common Stock (1346167)		Indirect

Footnotes

F1: Each share of Series E Preferred Stock is convertible into 0.13377318 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering (on an adjusted basis, after giving effect to the 1-for-7.47534 reverse stock split of the Issuer's common stock effected by the Issuer on January 24, 2020). Shares of Series E Preferred Stock will automatically convert into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering of common stock.

F2: This Form 3 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt IV, L.P. is the general partner and Deerfield Management Company, L.P. is the investment manager of Deerfield Private Design Fund IV, L.P. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt IV, L.P. and Deerfield Management Company, L.P.

F3: In accordance with Instruction 5 (b)(iv) to Form 3, the entire amount of the Issuer's securities held by Deerfield Private Design Fund IV, L.P. is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.