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Mubadala Investment Co PJSC

Filed: 20 Apr 21, 5:06pm
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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OMB Number: 3235-0287
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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).
1. Name and Address of Reporting Person*
Mubadala Investment Co PJSC

(Last) (First) (Middle)
P.O. BOX 45005

(Street)
ABU DHABI C0 00000

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
RECURSION PHARMACEUTICALS, INC. [ RXRX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/16/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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
Class A Common Stock 04/20/2021 C 3,578,653 A (6) 3,578,653 I See Explanation of Responses(1)(4)(5)
Class A Common Stock 04/20/2021 C 2,738,824 A (7) 6,317,477 I See Explanation of Responses(1)(4)(5)
Class A Common Stock 04/20/2021 C 745,392 A (8) 7,062,869 I See Explanation of Responses(1)(4)(5)
Class A Common Stock 04/16/2021 P 2,777,777 A $18 2,777,777 I See Explanation of Responses(2)(3)(4)(5)
Class A Common Stock 04/20/2021 C 5,963,140 A (8) 8,740,917 I See Explanation of Responses(2)(4)(5)
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
Series B Convertible Preferred Stock (6) 04/20/2021 C 3,578,653 (6) (6) Class A Common Stock 3,578,653 (6) 0 I See Explanation of Responses(1)(4)(5)
Series C Convertible Preferred Stock (7) 04/20/2021 C 2,307,475 (7) (7) Class A Common Stock 2,738,824 (7) 0 I See Explanation of Responses(1)(4)(5)
Series D Convertible Preferred Stock (8) 04/20/2021 C 745,392 (8) (8) Class A Common Stock 745,392 (8) 0 I See Explanation of Responses(1)(4)(5)
Series D Convertible Preferred Stock (8) 04/20/2021 C 5,963,140 (8) (8) Class A Common Stock 5,963,140 (8) 0 I See Explanation of Responses(2)(4)(5)
1. Name and Address of Reporting Person*
Mubadala Investment Co PJSC

(Last) (First) (Middle)
P.O. BOX 45005

(Street)
ABU DHABI C0 00000

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Mamoura Diversified Global Holding PJSC

(Last) (First) (Middle)
P. O. BOX 45005

(Street)
ABU DHABI C0 UAE

(City) (State) (Zip)
Explanation of Responses:
1. MDC Capital Partners (Ventures) GP, LP is the general partner of MDC Capital Partners (Ventures), LP, which directly holds 7,062,869 shares of Class A Common Stock ("Class A Shares"). MDC Capital Partners (Ventures) GP, LP has created an investment committee comprised of four individual members, which has the authority, by affirmative majority consent, to approve all investment and divestment decisions made with respect to MDC Capital Partners (Ventures), LP. Each of the members of the investment committee expressly disclaims beneficial ownership of the shares held by MDC Capital Partners (Ventures), LP.
2. Consists of (i) 2,777,777 shares held of record by Fifteenth Investment Company LLC and (ii) 5,963,140 shares held of record by Thirty Fifth Investment Company LLC. Both Fifteenth Investment Company LLC and Thirty Fifth Investment Company LLC are wholly owned subsidiaries of Mamoura Diversified Global Holdings PJSC, which is wholly owned by Mubadala Investment Company PJSC, which is wholly owned by the Government of Abu Dhabi.
3. On April 16, 2021, Fifteenth Investment Company LLC acquired 2,777,777 Class A Shares at a price of $18 per share in connection with Recursion Pharmaceutical, Inc.'s (the "Issuer") initial public offering.
4. Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
5. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
6. The shares of Series B Convertible Preferred Stock were automatically converted into Class A Shares on a 1-for-1 basis automatically upon the closing of the initial public offering of the Issuer.
7. The shares of Series C Convertible Preferred Stock were automatically converted into Class A Shares on a 1-for-1.1869 basis automatically upon the closing of the initial public offering of the Issuer.
8. The shares of Series D Convertible Preferred Stock were automatically converted into Class A Shares on a 1-for-1 basis automatically upon the closing of the initial public offering of the Issuer.
Remarks:
9. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.
/s/ Samer Halawa, Chief Legal Officer, Mubadala Investment Company PJSC (9) 04/20/2021
/s/ Samer Halawa, Chief Legal Officer, Mamoura Diversified Global Holdings PJSC (9) 04/20/2021
** Signature of Reporting Person Date
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