Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* SHAW DAVID E	2. Issuer Name and Ticker or Trading Symbol Schrodinger, Inc. [ SDGR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle) 120 WEST 45TH STREET, 39TH FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 12/2/2020
(Street) NEW YORK, NY 10036 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	12/2/2020		S⁽¹⁾		7062	D	$64.5354 ⁽²⁾	10143621	I	Held by Schrodinger Equity Holdings, LLC ⁽³⁾
Common Stock, par value $0.01 per share	12/2/2020		S⁽¹⁾		39177	D	$65.7074 ⁽⁴⁾	10104444	I	Held by Schrodinger Equity Holdings, LLC ⁽³⁾
Common Stock, par value $0.01 per share	12/2/2020		S⁽¹⁾		16368	D	$66.3371 ⁽⁵⁾	10088076	I	Held by Schrodinger Equity Holdings, LLC ⁽³⁾
Common Stock, par value $0.01 per share	12/3/2020		S⁽¹⁾		32349	D	$64.8726 ⁽⁶⁾	10055727	I	Held by Schrodinger Equity Holdings, LLC ⁽³⁾
Common Stock, par value $0.01 per share	12/3/2020		S⁽¹⁾		31336	D	$65.9256 ⁽⁷⁾	10024391	I	Held by Schrodinger Equity Holdings, LLC ⁽³⁾
Common Stock, par value $0.01 per share	12/3/2020		S⁽¹⁾		947	D	$66.4273 ⁽⁸⁾	10023444	I	Held by Schrodinger Equity Holdings, LLC ⁽³⁾
Common Stock, par value $0.01 per share	12/4/2020		S⁽¹⁾		6898	D	$63.3447 ⁽⁹⁾	10016546	I	Held by Schrodinger Equity Holdings, LLC ⁽³⁾
Common Stock, par value $0.01 per share	12/4/2020		S⁽¹⁾		9979	D	$64.1647 ⁽¹⁰⁾	10006567	I	Held by Schrodinger Equity Holdings, LLC ⁽³⁾
Common Stock, par value $0.01 per share	12/4/2020		S⁽¹⁾		32961	D	$65.5486 ⁽¹¹⁾	9973606	I	Held by Schrodinger Equity Holdings, LLC ⁽³⁾
Common Stock, par value $0.01 per share	12/4/2020		S⁽¹⁾		30162	D	$66.0836 ⁽¹²⁾	9943444	I	Held by Schrodinger Equity Holdings, LLC ⁽³⁾
Common Stock, par value $0.01 per share								4264	I	Held by D. E. Shaw Technology Development, LLC ⁽¹³⁾

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:
(1)	The transactions reported in this line of this Form 4 were effected pursuant to a Rule 10b5-1 sales plan dated August 13, 2020.
(2)	This is a weighted average sale price for the transactions reported on this line. Sales ranged in price from $64.11 to $65.10, inclusive. The Reporting Person undertakes to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(3)	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.
(4)	This is a weighted average sale price for the transactions reported on this line. Sales ranged in price from $65.11 to $66.105, inclusive. The Reporting Person undertakes to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(5)	This is a weighted average sale price for the transactions reported on this line. Sales ranged in price from $66.11 to $66.89, inclusive. The Reporting Person undertakes to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(6)	This is a weighted average sale price for the transactions reported on this line. Sales ranged in price from $64.39 to $65.385, inclusive. The Reporting Person undertakes to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(7)	This is a weighted average sale price for the transactions reported on this line. Sales ranged in price from $65.39 to $66.37, inclusive. The Reporting Person undertakes to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(8)	This is a weighted average sale price for the transactions reported on this line. Sales ranged in price from $66.39 to $66.55, inclusive. The Reporting Person undertakes to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(9)	This is a weighted average sale price for the transactions reported on this line. Sales ranged in price from $62.81 to $63.80, inclusive. The Reporting Person undertakes to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(10)	This is a weighted average sale price for the transactions reported on this line. Sales ranged in price from $63.81 to $64.70, inclusive. The Reporting Person undertakes to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(11)	This is a weighted average sale price for the transactions reported on this line. Sales ranged in price from $64.85 to $65.84, inclusive. The Reporting Person undertakes to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(12)	This is a weighted average sale price for the transactions reported on this line. Sales ranged in price from $65.85 to $66.39, inclusive. The Reporting Person undertakes to provide upon request by the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(13)	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.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SHAW DAVID E 120 WEST 45TH STREET, 39TH FLOOR NEW YORK, NY 10036		X
Schrodinger Equity Holdings, LLC 120 WEST 45TH STREET, 39TH FLOOR NEW YORK, NY 10036		X

Signatures
David E. Shaw, By: /s/ Charles Ardai, as Attorney-in-Fact for David E. Shaw		12/4/2020
^**Signature of Reporting Person		Date
Schrodinger Equity Holdings, LLC, By: /s/ Charles Ardai, Authorized Signatory		12/4/2020
^**Signature of Reporting Person		Date