Schrodinger, Inc. — Major Shareholding Notification 2021

Apr 26, 2021

SC 13G/A 1 sc13g-a1.htm SCHEDULE 13G, AMENDMENT NO. 1 Licensed to: Skadden Arps Document created using EDGARfilings PROfile 7.4.0.0 Copyright 1995 - 2021 Broadridge

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Schrödinger, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
80810D103
(CUSIP Number)
December 31, 2020
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☐ Rule 13d-1(b)

☐ 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 disclosures provided in a prior cover page.

The information required on 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).

CUSIP No. 80810D103 13G

1. — 2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER 4,264
	6.	SHARED VOTING POWER -0-
	7.	SOLE DISPOSITIVE POWER 9,662,606
	8.	SHARED DISPOSITIVE POWER -0-
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,662,606
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 17.2%
12.	TYPE OF REPORTING PERSON (see instructions) IN

CUSIP No. 80810D103 13G

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Charles Ardai
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER 9,658,342*
	6.	SHARED VOTING POWER -0-
	7.	SOLE DISPOSITIVE POWER -0-
	8.	SHARED DISPOSITIVE POWER -0-
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,658,342
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 17.2%
12.	TYPE OF REPORTING PERSON (see instructions) IN

• As Distribution Manager of Schrodinger Equity Holdings, LLC pursuant to the terms of its limited liability company agreement.

CUSIP No. 80810D103 13G

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Schrodinger Equity Holdings, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER 9,658,342
	6.	SHARED VOTING POWER -0-
	7.	SOLE DISPOSITIVE POWER 9,658,342
	8.	SHARED DISPOSITIVE POWER -0-
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,658,342
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 17.2%
12.	TYPE OF REPORTING PERSON (see instructions) OO

Item 1.

(a)	Name of Issuer Schrödinger, Inc.
(b)	Address of Issuer’s Principal Executive Offices 120 West 45th Street, 17th Floor New York, New York 10036

Item 2.

(a)	Name of Persons Filing David E. Shaw Charles Ardai Schrodinger Equity Holdings, LLC
(b)	Address of the Principal Business Office or, if none, residence The address of the principal office of David E. Shaw, Charles Ardai and Schrodinger Equity Holdings, LLC is 120 West 45th Street, 39th Floor, New York, New York 10036.
(c)	Citizenship David E. Shaw and Charles Ardai each is a citizen of the United States of America. Schrodinger Equity Holdings, LLC is a limited liability company organized under the laws of the state of Delaware.
(d)	Title of Class of Securities Common stock, par value $0.01 per share
(e)	CUSIP Number 80810D103

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)	☐	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4. Ownership.

This information is incorporated by reference to the disclosure set forth in the applicable cover page.

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 five percent of the class of securities, check the following ☐ .

Instruction . Dissolution of a group requires a response to this item.

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

Schrodinger Equity Holdings, LLC is owned in its entirety through a trust of which David E. Shaw is the trustee and beneficiary. As a result, Schrodinger Equity Holdings, LLC’s shares are held on behalf of David E. Shaw, who has the right to receive dividends from, or the proceeds from the sale of, such shares at the direction of Charles Ardai, who is the Distribution Manager of Schrodinger Equity Holdings, LLC.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

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

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

Not applicable.

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: April 26, 2021

David E. Shaw
/s/ Charles Ardai
Signature
Charles Ardai, Attorney-in-Fact for David E. Shaw
Name/Title
Charles Ardai
/s/ Charles Ardai
Signature
Schrodinger Equity Holdings, LLC
/s/ Charles Ardai
Signature
Charles Ardai, Authorized Signatory
Name/Title