SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Schroeder Thilo
(Last) (First) (Middle)
C/O REVOLUTION MEDICINES, INC.
700 SAGINAW DRIVE
(Street)
REDWOOD CITY CA 94063
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Revolution Medicines, Inc. [ RVMD ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/09/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/09/2023 A 922,099(1) A (1) 3,590,313 I By Nextech V Oncology S.C.S., SICAV-SIF(2)
Common Stock 11/09/2023 A 535,112(1) A (1) 1,153,293 I By Nextech VI Oncology SCSp(3)
Common Stock 1,553,134 I By Nextech Crossover I SCSP(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Earn-out Shares (5) 11/09/2023 A(5) 120,683 (5) 12/17/2024 Common Stock 120,683 (5) 120,683 I By Nextech V Oncology S.C.S., SICAV-SIF(2)
Earn-out Shares (6) 11/09/2023 A(6) 70,035 (6) 12/17/2024 Common Stock 70,035 (6) 70,035 I By Nextech VI Oncology SCSp(3)
Explanation of Responses:
1. Pursuant to the Agreement and Plan of Merger, dated as of July 31, 2023 (the "Merger Agreement"), at the effective time of the first merger contemplated by the Merger Agreement (the "Effective Time"), each share of common stock of EQRx, Inc. outstanding immediately prior to the Effective Time was converted into 0.1112 shares of common stock of Revolution Medicines, Inc. (the "Company"). The transaction was exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 promulgated thereunder.
2. Nextech Invest AG is the investment advisor of Nextech V Oncology S.C.S., SICAV-SIF ("Nextech V"). The reporting person is a managing member at Nextech Invest AG and may therefore be deemed to be the beneficial owner of shares held by Nextech V. The reporting person disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
3. Nextech Invest AG is the investment advisor of Nextech VI Oncology SCSp ("Nextech VI"). The reporting person is a managing member at Nextech Invest AG and may therefore be deemed to be the beneficial owner of shares held by Nextech VI. The reporting person disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
4. Nextech Invest AG is the investment advisor of Nextech Crossover I SCSP ("Nextech Crossover"). The reporting person is a managing member at Nextech Invest AG and may therefore be deemed to be the beneficial owner of shares held by Nextech Crossover. The reporting person disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
5. Pursuant to the terms of the Agreement and Plan of Merger dated August 5, 2021, by and among the EQRx, Inc. (f/k/a CM Life Sciences III Inc.), Clover III Merger Sub Inc. and EQRx International, Inc. (f/k/a EQRx, Inc.), Nextech V was allocated the right to acquire an aggregate of 1,085,271 shares of common stock of EQRx, Inc. (the "Earn-out Shares"). At the Effective Time, each outstanding Earn-out Share was converted into a number of shares of the Company's common stock equal to the product of the number of Earn-out Shares and 0.1112, or in the case of Nextech V 120,683 Earn-out Shares. The transaction was exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 promulgated thereunder. The Nextech V has signed a waiver and release waiving its interests in the Earn-out Shares.
6. Pursuant to the terms of the Agreement and Plan of Merger dated August 5, 2021, by and among the EQRx, Inc. (f/k/a CM Life Sciences III Inc.), Clover III Merger Sub Inc. and EQRx International, Inc. (f/k/a EQRx, Inc.), Nextech VI was allocated the right to acquire an aggregate of 629,803 Earn-out Shares. At the Effective Time, each outstanding Earn-out Share was converted into a number of shares of the Company's common stock equal to the product of the number of Earn-out Shares and 0.1112, or in the case of Nextech VI 70,035 Earn-out Shares. The transaction was exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 promulgated thereunder. The Nextech VI has signed a waiver and release waiving its interests in the Earn-out Shares.
/s/ Jack Anders, as Attorney-in-fact for Thilo Schroeder 11/14/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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