Relay Therapeutics Inc
For the period ended Mar 31, 2024. Filed May 2, 2024.
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Mar 31, 2024 · Filed May 2, 2024
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Item 5. Other Information
Rule 10b5-1 Trading Plans
The following table describes, for the quarterly period covered by this report, each trading arrangement for the sale or purchase of our securities adopted or terminated by our directors and officers that is a contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act, or a Rule 10b5-1 trading arrangement. No other officers or directors adopted, materially modified, orterminated a Rule 10b5-1 trading arrangement or any non-Rule 10b5-1 trading arrangement during the quarterly period covered by this report.
| Name (Title) | Action Taken (Date of Action) | Type of Trading Arrangement | Expiration Date | Aggregate Number of Securities |
|---|---|---|---|---|
| Sanjiv K. Patel (Chief Executive Officer) | Termination (02/26/2024) | Rule 10b5-1 trading arrangement | The earlier of (i) 05/22/2024 and (ii) the execution or expiration of all trade instructions thereunder | Up to 420,000 shares |
| Sanjiv K. Patel (Chief Executive Officer) | Adoption(02/27/2024) | Rule 10b5-1 trading arrangement | The earlier of (i) 10/01/2024 and (ii) the execution or expiration of all trade instructions thereunder | Up to 450,000 shares |
| Thomas Catinazzo (Chief Financial Officer) | Termination(01/26/2024) | Rule 10b5-1 trading arrangement | The earlier of (i) 05/22/2024 and (ii) the execution or expiration of all trade instructions thereunder | Up to 205,706 shares |
| Thomas Catinazzo (Chief Financial Officer) | Adoption(02/15/2024) | Rule 10b5-1 trading arrangement | The earlier of (i) 04/30/2025 and (ii) the execution or expiration of all trade instructions thereunder | Up to 49,983 shares |
| Peter Rahmer (Chief Corporate Development Officer) | Termination(02/15/2024) | Rule 10b5-1 trading arrangement | The earlier of (i) 05/22/2024 and (ii) the execution or expiration of all trade instructions thereunder | Up to 50,000 shares |
| Peter Rahmer (Chief Corporate Development Officer) | Adoption(02/22/2024) | Rule 10b5-1 trading arrangement | The earlier of (i) 01/10/2025 and (ii) the execution or expiration of all trade instructions thereunder | Up to 206,065 shares(1) |
| Brian Adams (Chief Legal Officer) | Termination(01/23/2024) | Rule 10b5-1 trading arrangement | The earlier of (i) 12/31/2024 and (ii) the execution or expiration of all trade instructions thereunder | Up to 48,759 shares(2) |
(1) Mr. Rahmer’s trading arrangement provides for the sale of net vested shares from certain restricted stock unit, or RSU, awards. The number of net vested shares to be sold pursuant to Mr. Rahmer’s trading arrangement is indeterminable as such number is subject to RSUs that will be automatically sold to satisfy applicable tax withholding obligations upon vesting, which will vary based on the market price of our common stock at the time of vesting. As such, for purposes of this disclosure, the shares included in this table reflect the aggregate maximum number of vested shares underlying Mr. Rahmer’s applicable RSU awards that are subject to this trading arrangement as of the date Mr. Rahmer entered into the trading arrangement, without excluding the shares that have been or will be sold to satisfy the tax withholding obligations thereafter.
(2) Mr. Adams’ trading arrangement provided for the sale of net vested shares from certain RSU awards. The number of net vested shares to be sold pursuant to Mr. Adams’ trading arrangement was indeterminable as such number was subject to RSUs that will be automatically sold to satisfy applicable tax withholding obligations upon vesting, which would vary based on the market price of our common stock at the time of vesting. As such, for purposes of this disclosure, the shares included in this table reflect the aggregate maximum number of vested shares underlying Mr. Adam’s applicable RSU awards that were subject to this trading arrangement as of the date Mr. Adams entered into the trading arrangement, without excluding the shares that were or could have been sold to satisfy the tax withholding obligations thereafter.
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