Director West Steven M gifted 237,840 shares and received a gift of 237,840 shares, decreasing direct ownership by 81% to 44,837 units (SEC Form 4)
$QBTS
EDP Services
Technology
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
D-Wave Quantum Inc. [ QBTS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/12/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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") | 07/12/2024 | G(1) | 104,696 | D | $0 | 131,626(2)(3) | D | |||
| Common Stock, par value $0.0001 per share ("Common Stock") | 07/12/2024 | G(1) | 104,696 | A | $0 | 104,696(2)(3) | I | See Footnote(4) | ||
| Common Stock, par value $0.0001 per share ("Common Stock") | 08/22/2024 | G(1) | 24,659 | D | $0 | 0(3)(5) | I | See Footnote(6) | ||
| Common Stock, par value $0.0001 per share ("Common Stock") | 08/22/2024 | G(1) | 24,659 | A | $0 | 129,355(3)(5) | I | See Footnote(4) | ||
| Common Stock, par value $0.0001 per share ("Common Stock") | 08/05/2025 | G(1) | 108,485 | D | $0 | 44,837(3)(7) | D | |||
| Common Stock, par value $0.0001 per share ("Common Stock") | 08/05/2025 | G(1) | 108,485 | A | $0 | 237,840(3)(7) | I | See Footnote(4) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 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 (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
| Explanation of Responses: |
| 1. Transfer of shares of Common Stock for no consideration. |
| 2. Following the reported transaction, the reporting person was (i) the direct beneficial owner of 131,626 shares of Common Stock, including 106,626 unvested restricted stock units ("RSUs"); (ii) the indirect beneficial owner of 104,696 shares of Common Stock through the West-Karam Family Trust; and (iii) the indirect beneficial owner of 24,659 shares of Common Stock through Emerging Company Partners LLC. |
| 3. The reporting person's beneficial ownership of Common Stock as of the date of this filing is reflected in the Form 4/A filed on August 20, 2025. |
| 4. West-Karam Family Trust is the record holder of such securities. The reporting person is trustee of the West-Karam Family Trust, of which the reporting person and members of the reporting person's immediate family are the sole beneficiaries. The reporting person remains the beneficial owner of the securities held by the trust. |
| 5. Following the reported transaction, the reporting person was (i) the direct beneficial owner of 131,626 shares of Common Stock, including 106,626 unvested RSUs; (ii) the indirect beneficial owner of 129,355 shares of Common Stock through the West-Karam Family Trust; and (iii) the indirect beneficial owner of 0 shares of Common Stock through Emerging Company Partners LLC. |
| 6. Emerging Company Partners LLC is the record holder of such securities. The reporting person controls this entity. |
| 7. Following the reported transaction, the reporting person was (i) the direct beneficial owner of 44,837 shares of Common Stock, including 19,837 unvested RSUs; and (ii) the indirect beneficial owner of 237,840 shares of Common Stock through the West-Karam Family Trust. |
| Remarks: |
| This Form 4 reflects previously unreported transfers to the West-Karam Family Trust, for no consideration, of shares of Common Stock of which the reporting person was, on the specified date of transfer, the direct beneficial owner or indirect beneficial owner through Emerging Company Partners LLC, an entity controlled by the reporting person. On the date of each such transfer and continuing through the date hereof, the reporting person was trustee of the West-Karam Family Trust and the reporting person and members of the reporting person's immediate family were the sole beneficiaries of the trust. |
| /s/ Steven West | 08/20/2025 | |
| ** 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 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. | ||