Ownership Submission
|
FORM 4/A
|
|
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. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
OMB APPROVAL
|
|
OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
|
|
|
1. Name and Address of Reporting Person *
|
|
BARATZ ALAN E
|
|
2. Issuer Name and Ticker or Trading Symbol
D-Wave Quantum Inc. [QBTS]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
_____ Director
|
_____ 10% Owner
|
|
_____ Officer (give title below)
|
_____ Other (specify below)
|
|
President & CEO /
|
|
|
(Last)
|
(First)
|
(Middle)
|
|
2650 EAST BAYSHORE ROAD
|
|
3. Date of Earliest Transaction (Month/Day/Year)
|
(Street)
|
|
PALO ALTO
|
CA
|
94303
|
|
4. If Amendment, Date Original Filed(Month/Day/Year)
2024-01-16
|
6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
|
|
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
|
|
1.Title of Security
|
2. Transaction Date (Month/Day/Year)
|
2A. Deemed Execution Date, if any (Month/Day/Year)
|
3. Transaction Code
|
4. Securities Acquired (A) or Disposed of (D)
|
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
|
6. Ownership Form: Direct (D) or Indirect (I)
|
7. Nature of Indirect Beneficial Ownership
|
|
Code
|
V
|
Amount
|
(A) or (D)
|
Price
|
|
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security
|
2. Conversion or Exercise Price of Derivative Security
|
3. Transaction Date (Month/Day/Year)
|
3A. Deemed Execution Date, if any (Month/Day/Year)
|
4. Transaction Code
|
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
|
6. Date Exercisable and Expiration Date
|
7. Title and Amount of Securities Underlying Derivative Security
|
8. Price of Derivative Security
|
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
|
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
|
11. Nature of Indirect Beneficial Ownership
|
|
Code
|
V
|
(A)
|
(D)
|
Date Exercisable
|
Expriation Date
|
Title
|
Amount or Number of Shares
|
Reporting Owners
|
Reporting Owner Name / Address
|
Relationships
|
|
Director
|
10% Owner
|
Officer
|
Other
|
BARATZ ALAN E
2650 EAST BAYSHORE ROAD
PALO ALTO, CA94303
|
|
|
President & CEO
|
|
Signatures
|
/s/ Alan Baratz
|
2024-04-23
|
|
**Signature of Reporting Person
|
Date
|
Explanation of Responses:
|
(*)
|
If the form is filed by more than one reporting person, see Instruction 5(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).
|
|
(1)
|
Due to an inadvertent administrative error, the securities acquired by the Reporting Person on January 10, 2024 were overreported by 5,805 shares. This Form 4/A is being filed to report the correct amount of 101,664 shares acquired by the Reporting Person on such date.
|
|
(2)
|
Includes 1,550,000 shares of unvested restricted stock units: (i) 1,250,000 RSUs granted on October 27, 2022 and vesting as follows: 875,000 on October 27, 2024 and 375,000 on October 27, 2025, and (ii) 300,000 RSUs granted on March 27, 2023 and vesting as follows: 75,000 on March 27, 2024 and the remaining 225,000 will vest quarterly at a rate of 6.25% beginning June 27, 2024.
|
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
D-Wave Quantum Inc.