Statement of Changes in Beneficial Ownership (4)
April 12 2022 - 6:17PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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1. Name and Address of Reporting Person
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GV 2019 GP, L.L.C. |
2. Issuer Name and Ticker or Trading Symbol
IonQ, Inc.
[
IONQ
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) Former 10% Group Member |
(Last)
(First)
(Middle)
1600 AMPHITHEATRE PARKWAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/11/2022 |
(Street)
MOUNTAIN VIEW, CA 94043
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | | | | | | | | 4556532 | I | By GV 2019 L.P. (1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | The reported securities are held directly by GV 2019, L.P. (the "Partnership"). GV 2019 GP, L.P. (the "GP") is the general partner of the Partnership. GV 2019 GP, L.L.C. ("GV 2019 LLC") is the general partner of the GP. Alphabet Holdings LLC ("Alphabet Holdings") is the sole member of GV 2019 LLC. XXVI Holdings Inc. ("XXVI") is the sole member of Alphabet Holdings. Alphabet Inc. is the sole controlling stockholder of XXVI. Each of the GP, GV 2019 LLC, Alphabet Holdings, XXVI, and Alphabet Inc. may be deemed to have voting and investment discretion over the securities directly beneficially owned by the Partnership. Each of the aforementioned parties disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. |
Remarks: As a result of transactions separately undertaken by other members of the reporting persons' corporate group on the transaction date set forth above, each of the reporting persons named herein ceased to be a member of a 10 percent owner group and will therefore no longer be subject to reporting obligations under Section 16 of the Securities Exchange Act of 1934. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
GV 2019 GP, L.L.C. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW, CA 94043 |
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| Former 10% Group Member |
GV 2019 GP, L.P. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW, CA 94043 |
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| Former 10% Group Member |
GV 2019, L.P. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW, CA 94043 |
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| Former 10% Group Member |
Alphabet Inc. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW, CA 94043 |
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| Former 10% Group Member |
Signatures
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/s/ Inga Goldbard, General Counsel of GV 2019 GP, L.L.C. | | 4/12/2022 |
**Signature of Reporting Person | Date |
/s/ Inga Goldbard, General Counsel of GV 2019 GP, L.P. | | 4/12/2022 |
**Signature of Reporting Person | Date |
/s/ Inga Goldbard, General Counsel of GV 2019, L.P. | | 4/12/2022 |
**Signature of Reporting Person | Date |
/s/ Kathryn W. Hall, Assistant Secretary of Alphabet Inc. | | 4/12/2022 |
**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 4(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 control number. |
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