SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* SHAW DAVID E (Last) (First) (Middle) 120 WEST 45TH STREET, 39TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/05/2020	3. Issuer Name and Ticker or Trading Symbol Schrodinger, Inc. [ SDGR ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock, $0.01 par value per share	(1)	(1)	Common Stock, $0.01 par value per share	14,890,845	(1)	I	Held by Schrodinger Equity Holdings, LLC(2)
Series A Preferred Stock, $0.01 par value per share	(1)	(1)	Common Stock, $0.01 par value per share	1,133,158	(1)	I	Held by D. E. Shaw & Co., L.P.(3)
Series A Preferred Stock, $0.01 par value per share	(1)	(1)	Common Stock, $0.01 par value per share	467,889	(1)	I	Held by D. E. Shaw Valence Portfolios, L.L.C.(4)
Series A Preferred Stock, $0.01 par value per share	(1)	(1)	Common Stock, $0.01 par value per share	4,264	(1)	I	Held by D. E. Shaw Technology Development, LLC(5)

1. Name and Address of Reporting Person* SHAW DAVID E (Last) (First) (Middle) 120 WEST 45TH STREET, 39TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Schrodinger Equity Holdings, LLC (Last) (First) (Middle) 120 WEST 45TH STREET, 39TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Each share of Schrodinger, Inc. ("Issuer") Series A Preferred Stock, $.01 par value per share, is convertible into shares of Issuer Common Stock, $0.01 par value per share, at any time, has no expiration date and will automatically convert into shares of Issuer Common Stock upon the closing of the Issuer's initial public offering of Common Stock. The current conversion rate is one share of Issuer Common Stock per each 7.47534 shares of Series A Preferred Stock.

2. Schrodinger Equity Holdings, LLC, which holds these securities, is owned in its entirety through a trust of which David E. Shaw is the trustee and beneficiary.

3. David E. Shaw is President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of D. E. Shaw & Co., L.P. David E. Shaw disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein, if any.

4. D. E. Shaw & Co., L.P. is the investment adviser of D. E. Shaw Valence Portfolios, L.L.C. Additionally, David E. Shaw is President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of D. E. Shaw & Co., L.L.C., which is the manager of D. E. Shaw Valence Portfolios, L.L.C. David E. Shaw disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any.

5. David E. Shaw is President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the sole member of D. E. Shaw Technology Development, LLC.

Remarks:

	David E. Shaw, By: /s/ Charles Ardai, Attorney-in-Fact	02/05/2020
	Schrodinger Equity Holdings, LLC, By: /s/ Charles Ardai, Authorized Signatory	02/05/2020
	** Signature of Reporting Person	Date
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