SEC FORM 3

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^*

Murcko Mark

(Last)

(First)

(Middle)

C/O RELAY THERAPEUTICS, INC.

399 BINNEY STREET, 2ND FLOOR

(Street)

CAMBRIDGE

02139

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/15/2020

3. Issuer Name and Ticker or Trading Symbol
Relay Therapeutics, Inc. [ RLAY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	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)

X	Form filed by One Reporting Person
	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)
Common Stock	436,506	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (Right to Buy)	⁽¹⁾	03/22/2028	Common Stock	7,040	$4.12	D
Stock Option (Right to Buy)	⁽²⁾	03/22/2028	Common Stock	14,080	$4.12	D
Stock Option (Right to Buy)	⁽³⁾	04/22/2029	Common Stock	7,040	$5.05	D
Stock Option (Right to Buy)	⁽⁴⁾	03/26/2030	Common Stock	7,040	$5.22	D
Series A Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	281,617	⁽⁵⁾	D
Series B Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	278,829	⁽⁶⁾	D

Explanation of Responses:

1. This option shall vest in sixteen (16) equal quarterly installments beginning on the vesting commencement date of March 23, 2018, subject to the reporting person's continued service relationship through each vesting date.

2. This option shall vest in sixteen (16) equal quarterly installments beginning on the vesting commencement date of March 23, 2018, subject to the reporting person's continued service relationship through each vesting date.

3. This option shall vest in sixteen (16) equal quarterly installments beginning on the vesting commencement date of April 23, 2019, subject to the reporting person's continued service relationship through each vesting date.

4. This option shall vest in sixteen (16) equal quarterly installments beginning on the vesting commencement date of March 27, 2020, subject to the reporting person's continued service relationship through each vesting date.

5. Each share of Series A Preferred Stock is convertible into shares of the Issuer's Common Stock on a 1-for-3.55092 basis into the number of shares of common stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The Series A Preferred Stock has no expiration date.

6. Each share of Series B Preferred Stock is convertible into shares of the Issuer's common stock on a 1-for-3.55092 basis into the number of shares of common stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The Series B Preferred Stock has no expiration date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Brian Adams, as Attorney-in-Fact	07/15/2020
	** 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 5 (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.