Form 4 RECURSION PHARMACEUTICAL For: Jan 13 Filed by: Gibson Christopher

January 14, 2022 8:43 PM EST

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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).
1. Name and Address of Reporting Person *
Gibson Christopher

(Last) (First) (Middle)
C/O RECURSION PHARMACEUTICALS
41 S. RIO GRANDE STREET

(Street)
SALT LAKE CITY UT 84101

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
01/13/2022
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
Class A Common Stock 01/13/2022   C (1)   87,000 A $ 0 110,470 D  
Class A Common Stock 01/13/2022   S (2)   78,206 D $ 14.2571 (3) 32,264 D  
Class A Common Stock 01/13/2022   S (2)   8,794 D $ 14.9619 (4) 23,470 D  
Class A Common Stock 01/14/2022   C (1)   254,000 A $ 0 277,470 D  
Class A Common Stock 01/14/2022   S (2)   254,000 D $ 13.5654 (5) 23,470 D  
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
Class B Common Stock $ 0 (6) 12/28/2021   G V   75,000   (6)   (6) Class A Common Stock 75,000 $ 0 8,119,342 D  
Class B Common Stock $ 0 (6) 01/13/2022   C     87,000   (6)   (6) Class A Common Stock 87,000 $ 0 8,032,342 D  
Class B Common Stock $ 0 (6) 01/14/2022   C     254,000   (6)   (6) Class A Common Stock 254,000 $ 0 7,778,342 D  
Stock Option (Right to Buy) $ 2.47               (7) 12/30/2030 Class A Common Stock 1,471,354   1,471,354 D  
Class B Common Stock $ 0 (6)               (6)   (6) Class A Common Stock 550,000   550,000 I by LAHWRAN-3 LLC (8)
Class B Common Stock $ 0 (6)               (6)   (6) Class A Common Stock 550,000   550,000 I by LAHWRAN-4 LLC (9)
Class B Common Stock $ 0 (6)               (6)   (6) Class A Common Stock 146,875   146,875 I by Gibson Family Trust (10)
Explanation of Responses:
1. Represents the conversion of Class B Common Stock into Class A Common Stock.
2. Shares were sold by a lender to the Reporting Person to satisfy a margin call related to a loan in which the shares served as collateral.
3. This transaction was executed in multiple trades at prices ranging from $13.80 to $14.78. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
4. This transaction was executed in multiple trades at prices ranging from $14.80 to $15.12. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
5. This transaction was executed in multiple trades at prices ranging from $13.09 to $14.03. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
6. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.
7. The option, originally for 1,500,000 shares, of which 28,646 shares have been exercised, vested as to one forty-eighth (1/48th) of the shares subject to the option on January 31, 2021, and one forty-eighth (1/48th) of the shares subject to the option shall vest each month thereafter.
8. The shares are held by LAHWRAN-3 LLC, of which the Reporting Person is a member and a manager.
9. The shares are held by LAHWRAN-4 LLC, of which the Reporting Person is a member and a manager.
10. The shares are held by the Gibson Family Trust, of which the Reporting Person serves as Trustee.
/s/ Nathan Hatfield, attorney-in-fact 01/14/2022
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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