Securities and Exchange Commission

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )*

Relay Therapeutics, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

75943R102

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Relay Therapeutics, Inc. (the “Issuer”)

399 Binney Street, 2nd Floor

Cambridge, MA 02139

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

SVF Pauling (Cayman) Limited (“SVF Pauling”)

SoftBank Vision Fund (AIV M2) L.P. (“AIV M2”)

SB Investment Advisers (UK) Limited (“SBIA UK”)

The address for SVF Pauling is c/o Walkers Corp Ltd., 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands. The address for AIV M2 is 251 Little Falls Drive, Wilmington, DE 19808. The address for SBIA UK is 69 Grosvenor Street, London W1K 3JP, United Kingdom.

SVF Pauling is organized under the laws of the Cayman Islands. AIV M2 is organized under the laws of Delaware. SBIA UK is organized under the laws of England and Wales.

Common stock, par value $ 0.001 per share (“Common Stock”).

75943R102

Not applicable.

ITEM 4.  Ownership.

(a-c)

The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of November 10, 2020, based upon 89,984,775 shares of Common Stock outstanding.

SVF Pauling is the record holder of the shares of Common Stock reported herein.

SVF Pauling is a wholly owned subsidiary of AIV M2. SBIA UK has been appointed as alternative investment fund manager (“AIFM”) and is exclusively responsible for managing AIV M2 in accordance with the Alternative Investment Fund Managers Directive and is authorized and regulated by the UK Financial Conduct Authority accordingly. As AIFM of AIV M2, SBIA UK is exclusively responsible for making all decisions related to the acquisition, structuring, financing and disposal of AIV M2’s investments.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 16, 2021

LIST OF EXHIBITS

Exhibit 99

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 16^th day of February, 2021.