Statement of Changes in Beneficial Ownership (4)
August 19 2022 - 7:22PM
Edgar (US Regulatory)
FORM 4
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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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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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Kim Jungsang |
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)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Technology Officer |
(Last)
(First)
(Middle)
C/O IONQ, INC., 4505 CAMPUS DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/18/2022 |
(Street)
COLLEGE PARK, MD 20740
(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)
_X
_ Form filed by One Reporting Person
___ 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 | 8/18/2022 | | A | | 154905 (1) | A | $0.00 | 6577257 | D | |
Common Stock | | | | | | | | 5000 | I | By spouse |
Common Stock | | | | | | | | 809691 | I | See footnote (2) |
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 |
Employee Stock Option (right to buy) | $7.63 | 8/18/2022 | | A | | 231362 | | (3) | 8/18/2032 | Common Stock | 231362 | $0.00 | 231362 | D | |
Explanation of Responses: |
(1) | Represents a restricted stock unit ("RSU") award. The RSUs shall vest 1/16th of the total number of shares underlying the awards on September 10, 2022 and quarterly thereafter on each subsequent December 10, March 10, June 10 and September 10, subject to the Reporting Person's continuous service to the Issuer on each such vesting date. |
(2) | The securities are held by the Jungsang Kim Irrevocable Trust for the benefit of the Reporting Person's children. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for the purpose of Section 16 or for any other purpose. |
(3) | 1/16th of the total number of shares underlying this option shall vest on September 10, 2022 and quarterly thereafter on each subsequent December 10, March 10, June 10 and September 10, subject to the Reporting Person's continuous service to the Issuer on each such vesting date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Kim Jungsang C/O IONQ, INC. 4505 CAMPUS DRIVE COLLEGE PARK, MD 20740 | X |
| Chief Technology Officer |
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Signatures
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/s/ Jason Minio, Attorney-in-Fact | | 8/19/2022 |
**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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