Sec Form 4 Filing - Michael Emil @ D-Wave Quantum Inc. - 2024-06-05

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

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1. Name and Address of Reporting Person Michael Emil 2. Issuer Name and Ticker or Trading Symbol D-Wave Quantum Inc. [ QBTS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2650 EAST BAYSHORE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 06/05/2024 (Street) PALO ALTO, CA94303 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

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 $0.0001 per share ("Common Stock") 06/06/2024 A 106,626 ( 1 ) A $ 0 993,674 ( 2 ) D

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 Warrants $ 11.5 06/05/2024 S 41,216 09/05/2022 08/05/2027 Common Stock ( 3 ) 59,933 $ 0.1435 ( 4 ) 2,567,228 D Warrants $ 11.5 06/06/2024 S 78,552 09/05/2022 08/05/2027 Common Stock ( 3 ) 114,225 $ 0.1386 ( 5 ) 2,488,676 D Warrants $ 11.5 06/06/2024 S 2,310 09/05/2022 08/05/2027 Common Stock ( 3 ) 3,359 $ 0.1421 ( 6 ) 2,486,366 D Warrants $ 11.5 06/07/2024 S 15,665 09/05/2022 08/05/2027 Common Stock ( 3 ) 22,778 $ 0.139 ( 7 ) 2,470,701 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Michael Emil 2650 EAST BAYSHORE ROAD PALO ALTO, CA94303 X Signatures /s/ John M. Markovich, as Attorney-in-Fact, for Emil Michael 06/07/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 106,626 restricted stock units, each restricted stock unit representing the right to receive one share of Common Stock of the Issuer, that will vest on May 31, 2025, subject to the reporting person's continued service to the Issuer. ( 2 )Reflects a decrease of 90 shares of Common Stock to correct for an inadvertent error in the Column 4 amount reflected in connection with a previously reported transaction. ( 3 )Each warrant is exercisable for 1.4541326 common shares. ( 4 )This transaction was executed in multiple trades at prices ranging from $0.14 to $0.15875. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of warrants sold at each separate price for all transactions reported on this Form 4. ( 5 )This transaction was executed in multiple trades at prices ranging from $0.1350 to $0.1750. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of warrants sold at each separate price for all transactions reported on this Form 4. ( 6 )This transaction was executed in multiple trades at prices ranging from $0.14 to $0.15. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of warrants sold at each separate price for all transactions reported on this Form 4. ( 7 )This transaction was executed in multiple trades at prices ranging from $0.135 to $0.1444. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of warrants sold at each separate price for all transactions reported on this Form 4.

Remarks: As previously disclosed, on May 31, 2024, June 3, 2024 and June 4, 2024, the reporting person sold an aggregate of 100,450 warrants exercisable for 146,066 shares of Common Stock. The Form 4 filed on June 4, 2024 reporting these sales included a clerical error in the number of shares of common stock underlying the warrants sold on such dates.

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).

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