Form Type: 4

SEC EDGAR Link
Accession Number:0000899243-21-002117
Date:2021-01-12
Issuer: RELAY THERAPEUTICS, INC. (RLAY)
Original Submission Date:

Reporting Person:

THIRD ROCK VENTURES III, L.P.
C/O THIRD ROCK VENTURES, LLC
29 NEWBURY STREET, 3RD FLOOR BOSTON, MA 02116

Reporting Person:

THIRD ROCK VENTURES GP III, L.P.
29 NEWBURY STREET, 3RD FLOOR
BOSTON, MA 02116

Reporting Person:

TRV GP III, LLC
29 NEWBURY STREET, 3RD FLOOR
BOSTON, MA 02116

Reporting Person:

STARR KEVIN P
29 NEWBURY STREET, 3RD FLOOR
BOSTON, MA 02116

Reporting Person:

TEPPER ROBERT I
29 NEWBURY STREET, 3RD FLOOR
BOSTON, MA 02116

Reporting Person:

LEVIN MARK J
29 NEWBURY STREET, 3RD FLOOR
BOSTON, MA 02116

Reporting Person:

THIRD ROCK VENTURES IV, L.P.
C/O THIRD ROCK VENTURES, LLC
29 NEWBURY STREET, 3RD FLOOR BOSTON, MA 02116

Reporting Person:

THIRD ROCK VENTURES GP IV, L.P.
29 NEWBURY STREET, 3RD FLOOR
BOSTON, MA 02116

Reporting Person:

TRV GP IV, LLC
29 NEWBURY STREET, 3RD FLOOR
BOSTON, MA 02116

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2021-01-12 S 1,500,000 d $40.00 9,051,115 f14 direct
COMMON STOCK 2021-01-13 S 1,247,873 d $40.01 7,803,242 f14 direct
COMMON STOCK 2021-01-13 S 8,727 d $41.08 7,794,515 f14 direct
COMMON STOCK 2021-01-13 S 42,860 d $42.12 7,751,655 f14 direct
COMMON STOCK 2021-01-13 S 4,325 d $44.00 7,747,330 f14 direct
COMMON STOCK 2021-01-13 S 7,412 d $44.73 7,739,918 f14 direct
COMMON STOCK 2021-01-13 S 805,050 d $40.01 2,006,147 indirect f13,f14
COMMON STOCK 2021-01-13 S 5,630 d $41.08 2,000,517 indirect f13,f14
COMMON STOCK 2021-01-13 S 27,650 d $42.12 1,972,867 indirect f13,f14
COMMON STOCK 2021-01-13 S 2,791 d $44.00 1,970,076 indirect f13,f14
COMMON STOCK 2021-01-13 S 4,782 d $44.73 1,965,294 indirect f13,f14
COMMON STOCK 2021-01-14 S 1,965,294 d $41.00 0 indirect f13,f14
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
f1 these shares are directly held by third rock ventures iii, l.p. ("trv iii"). the general partner of trv iii is third rock ventures gp iii, l.p. ("trv gp iii"). the general partner of trv gp iii is trv gp iii, llc ("trv gp iii llc"). the individual managers of trv gp iii llc are mark levin ("levin"), kevin starr ("starr") and dr. robert tepper ("tepper"). each of trv gp iii, trv gp iii llc, levin, starr and tepper disclaims beneficial ownership of the shares except to the extent of its or his pecuniary interest therein, if any, and this report shall not be deemed an admission that it or he is the beneficial owner of such shares.
f2 the price reported is a weighted average price. these shares were sold in multiple transactions at prices ranging from $40.00 to $40.96, inclusive. the reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the securities and exchange commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (2).
f3 the price reported is a weighted average price. these shares were sold in multiple transactions at prices ranging from $41.00 to $41.86, inclusive. the reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the securities and exchange commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (3).
f4 the price reported is a weighted average price. these shares were sold in multiple transactions at prices ranging from $42.00 to $42.96, inclusive. the reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the securities and exchange commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (4).
f5 the price reported is a weighted average price. these shares were sold in multiple transactions at prices ranging from $43.04 to $44.00, inclusive. the reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the securities and exchange commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (5).
f6 the price reported is a weighted average price. these shares were sold in multiple transactions at prices ranging from $44.03 to $44.98, inclusive. the reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the securities and exchange commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (6).
f7 the price reported is a weighted average price. these shares were sold in multiple transactions at prices ranging from $40.00 to $40.96, inclusive. the reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the securities and exchange commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (7).
f8 the price reported is a weighted average price. these shares were sold in multiple transactions at prices ranging from $41.00 to $41.86, inclusive. the reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the securities and exchange commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (8).
f9 the price reported is a weighted average price. these shares were sold in multiple transactions at prices ranging from $42.00 to $42.96, inclusive. the reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the securities and exchange commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (9).
f10 the price reported is a weighted average price. these shares were sold in multiple transactions at prices ranging from $43.04 to $44.00, inclusive. the reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the securities and exchange commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (10).
f11 the price reported is a weighted average price. these shares were sold in multiple transactions at prices ranging from $44.03 to $44.98, inclusive. the reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the securities and exchange commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (11).
f12 the price reported is a weighted average price. these shares were sold in multiple transactions at prices ranging from $41.00 to $41.46, inclusive. the reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the securities and exchange commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (12).
f13 these shares are directly held by third rock ventures iv, l.p. ("trv iv"). the general partner of trv iv is third rock ventures gp iv, l.p. ("trv gp iv"). the general partner of trv gp iv is trv gp iv, llc ("trv gp iv llc"). each of the reporting persons, except for trv iv, disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that it or he is the beneficial owner of such shares.
f14 each of the reporting persons disclaims the existence of a section 13(d) "group" as between the trv iii related parties and the trv iv related parties and this report shall not be deemed an admission that any of such parties is or may be part of such a group with any of the other parties.

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