Sec Form 4 Filing - SHAW DAVID E @ Schrodinger, Inc. - 2020-11-23

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

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/YY) 11/23/2020 (Street) NEW YORK, NY10036 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

< td style="text-align: center;"> I Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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) Code V Amount (A) or (D) Price Common Stock, par value $0.01 per share 11/23/2020 S( 1 ) 6,746 D $ 64.3536 ( 2 ) 11,301,904 I Held by Schrodinger Equity Holdings, LLC ( 3 ) Common Stock, par value $0.01 per share 11/23/2020 S( 1 ) 36,805 D $ 65.2763 ( 4 ) 10,946,853 I Held by Schrodinger Equity Holdings, LLC ( 3 ) Common Stock, par value $0.01 per share 11/23/2020 S( 1 ) 100,906 D $ 66.4234 ( 5 ) 10,845,947 I Held by Schrodinger Equity Holdings, LLC ( 3 ) Common Stock, par value $0.01 per share 11/23/2020 S( 1 ) 125,941 D $ 67.4013 ( 6 ) 10,720,006 I Held by Schrodinger Equity Holdings, LLC ( 3 ) Common Stock, par value $0.01 per share 11/23/2020 S( 1 ) 216,261 D $ 68.27 ( 7 ) 10,503,745 I Held by Schrodinger Equity Holdings, LLC ( 3 ) Common Stock, par value $0.01 per share 11/23/2020 S( 1 ) 80,358 D $ 69.1513 ( 8 ) 10,423,387 Held by Schrodinger Equity Holdings, LLC ( 3 ) Common Stock, par value $0.01 per share 11/24/2020 S( 1 ) 73,616 D $ 66.2886 ( 9 ) 10,349,771 I Held by Schrodinger Equity Holdings, LLC ( 3 ) Common Stock, par value $0.01 per share 11/24/2020 S( 1 ) 28,039 D $ 67.3202 ( 10 ) 10,321,732 I Held by Schrodinger Equity Holdings, LLC ( 3 ) Common Stock, par value $0.01 per share 11/24/2020 S( 1 ) 63,071 D $ 68.4354 ( 11 ) 10,258,661 I Held by Schrodinger Equity Holdings, LLC ( 3 ) Common Stock, par value $0.01 per share 11/24/2020 S( 1 ) 7,614 D $ 69.0761 ( 12 ) 10,251,047 I Held by Schrodinger Equity Holdings, LLC ( 3 ) Common Stock, par value $0.01 per share 11/25/2020 S( 1 ) 59,760 D $ 63.7352 ( 13 ) 10,191,287 I Held by Schrodinger Equity Holdings, LLC ( 3 ) Common Stock, par value $0.01 per share 11/25/2020 S( 1 ) 15,480 D $ 64.6602 ( 14 ) 10,175,807 I Held by Schrodinger Equity Holdings, LLC ( 3 ) Common Stock, par value $0.01 per share 11/25/2020 S( 1 ) 24,058 D $ 65.5872 ( 15 ) 10,151,749 I Held by Schrodinger Equity Holdings, LLC ( 3 ) Common Stock, par value $0.01 per share 11/25/2020 S( 1 ) 1,066 D $ 66.6331 ( 16 ) 10,150,683 I Held by Schrodinger Equity Holdings, LLC ( 3 ) Common Stock, par value $0.01 per share 4,264 I Held by D. E. Shaw Technology Development, LLC ( 17 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SHAW DAVID E 120 WEST 45TH STREET, 39TH FLOOR NEW YORK, NY10036 X Schrodinger Equity Holdings, LLC 120 WEST 45TH STREET, 39TH FLOOR NEW YORK, NY10036 X Signatures David E. Shaw, By: /s/ Zachary Bendiner, as Attorney-in-Fact for David E. Shaw 11/25/2020 Signature of Reporting Person Date Schrodinger Equity Holdings, LLC, By: /s/ Zachary Bendiner, Authorized Signatory 11/25/2020 Signature of Reporting Person Date

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 $63.79 to $64.71, 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 $64.79 to $65.685, 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 $65.85 to $66.845, 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 $66.85 to $67.84, 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. ( 7 )This is a weighted average sale price for the transactions reported on this line. Sales ranged in price from $67.85 to $68.65, 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 $68.95 to $69.45, 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 $65.82 to $66.815, 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 $66.82 to $67.815, 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 $67.82 to $68.80, 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. ( 12 )This is a weighted average sale price for the transactions reported on this line. Sales ranged in price from $68.88 to $69.10, 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. ( 13 )This is a weighted average sale price for the transactions reported on this line. Sales ranged in price from $63.30 to $64.29, 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. ( 14 )This is a weighted average sale price for the transactions reported on this line. Sales ranged in price from $64.30 to $65.295, 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. ( 15 )This is a weighted average sale price for the transactions reported on this line. Sales ranged in price from $65.30 to $66.25, 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. ( 16 )This is a weighted average sale price for the transactions reported on this line. Sales ranged in price from $66.605 to $66.665, 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. ( 17 )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.

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 Number.