SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* SVF Pauling (Cayman) Ltd (Last) (First) (Middle) 27 HOSPITAL ROAD GEORGE TOWN (Street) GRAND CAYMAN E9 KY1-9008 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/15/2020	3. Issuer Name and Ticker or Trading Symbol Relay Therapeutics, Inc. [ RLAY ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Convertible Preferred Stock	(1)	(1)	Common Stock	27,904,963	(1)	I	See footnote(2)

1. Name and Address of Reporting Person* SVF Pauling (Cayman) Ltd (Last) (First) (Middle) 27 HOSPITAL ROAD GEORGE TOWN (Street) GRAND CAYMAN E9 KY1-9008 (City) (State) (Zip)

1. Name and Address of Reporting Person* SOFTBANK VISION FUND (AIV M2) L.P. (Last) (First) (Middle) C/O SB INVESTMENT ADVISERS (UK) LTD. 69 GROSVENOR STREET (Street) LONDON X0 W1K 3JP (City) (State) (Zip)

1. Name and Address of Reporting Person* SB INVESTMENT ADVISERS (UK) LTD (Last) (First) (Middle) 69 GROSVENOR STREET (Street) LONDON X0 W1K 3JP (City) (State) (Zip)

Explanation of Responses:

1. Each share of Series C Preferred Stock is convertible into shares of the Issuer's Common Stock on a 1-for-3.55092 basis into the number of shares of common stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The Series C Preferred Stock has no expiration date.

2. Represents securities held directly by SVF Pauling (Cayman) Limited, a wholly owned subsidiary of SoftBank Vision Fund (AIV M2) L.P. ("SVF"). SB Investment Advisers (UK) Limited ("SBIA UK") has been appointed as alternative investment fund manager ("AIFM") and is exclusively responsible for managing SVF in accordance with the Alternative Investment Fund Managers Directive and is authorized and regulated by the UK Financial Conduct Authority accordingly. As AIFM of SVF, SBIA UK is exclusively responsible for making all decisions relating to the acquisition, structuring, financing and disposal of SVF's investments. SBIA UK disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission that any reporting person is the beneficial owner of such shares for purposes of the Securities Exchange Act of 1934 or for any other purpose.

Remarks:

	/s/ Karen Ellerbe, Director of SVF Pauling (Cayman) Limited	07/15/2020
	/s/ Ruwan Weerasekera, Director of SB Investment Advisers (UK) Limited manager of SoftBank Vision Fund (AIV M2) L.P.	07/15/2020
	/s/ Ruwan Weerasekera, Director of SB Investment Advisers (UK) Limited	07/15/2020
	** 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 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).
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.