Statement of Changes in Beneficial Ownership (4)
04 November 2022 - 10:01AM
Edgar (US Regulatory)
|
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 OF SECURITIES
|
OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
|
Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
|
|
| 1. Name
and Address of Reporting Person * Avista
Acquisition GP LLC II |
2. Issuer Name and Ticker or Trading
Symbol OmniAb, Inc. [ OABI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director __X__
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
|
|
(Last)
(First)
(Middle)
65 EAST 55TH STREET, 18TH FLOOR |
3. Date of Earliest Transaction (MM/DD/YYYY)
11/1/2022
|
|
(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
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 Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
11/1/2022 |
|
A |
|
10172934 (3) |
A |
$10.00 |
15817934 (4) |
I |
See Notes (1)(2) |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 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 |
$11.50 |
11/1/2022 |
|
A |
|
11345489 (5)(6) |
|
(5)(6) |
11/1/2027 |
Common stock, par value
$0.0001 |
11345489 |
(5)(6) |
11345489 |
I |
See Notes (1)(2) |
| Explanation of
Responses: |
| (1) |
This form is being filed by
each of the following Reporting Persons: Avista Acquisition LP II,
a Cayman Islands limited partnership ("Avista Sponsor"), Avista
Acquisition GP LLC II, a Cayman Islands limited liability company
("Avista GP"), which is the general partner of Avista, and Thompson
Dean and David Burgstahler, who are the managers of Avista GP.
Because of the relationships among the Reporting Persons, the
Reporting Persons may be deemed to beneficially own the securities
reported herein to the extent of their respective pecuniary
interests. Each Reporting Person disclaims beneficial ownership of
the securities reported herein, except to the extent of such
Reporting Person's pecuniary interest therein, if any. |
| (2) |
Directly owned by Avista
Sponsor. |
| (3) |
Avista Sponsor acquired the
shares of common stock of OmniAb, Inc. (f/k/a Avista Public
Acquisition Corp. II) (the "Issuer") in accordance with the
Agreement and Plan of Merger, dated as of March 23, 2022 (the
"Merger Agreement"), by and among the Issuer, Ligand
Pharmaceuticals Incorporated, OmniAb, Inc. ("Legacy OmbiAb"), and
Orwell Merger Sub Inc. and the Amended and Restated Forward
Purchase Agreement, dated March 23, 2022, by and among the Issuer,
Avista Sponsor and Legacy OmniAb (the "A&R Forward Purchase
Agreement"). |
| (4) |
In accordance with the
letter agreement, dated March 23, 2022, among the Issuer, Avista
Sponsor, Legacy OmniAb and other parties (the "Letter Agreement"),
if the Triggering Event (as defined in the Letter Agreement) has
not occurred during the Earnout Period (as defined in the Letter
Agreement), 1,293,299 shares of common stock will be automatically
forfeited to the Issuer for no consideration. |
| (5) |
In connection with the
completion of the Issuer's August 2021 initial public offering,
Avista Sponsor purchased 8,233,333 warrants in a private placement
from the Issuer, each exercisable to purchase (subject, initially,
to the satisfaction of certain material conditions) one Class A
ordinary share, par value $0.0001 per share, of the Issuer for
$11.50 per share. The material conditions to exercise were
satisfied upon the closing of the transactions contemplated by the
Merger Agreement (the "Closing"), and the warrants by their terms
become exercisable (including by cash settlement) 30 days following
the Closing. |
| (6) |
In connection with the
A&R Forward Purchase Agreement, Avista Sponsor purchased an
aggregate 3,112,156 warrants in private placements from the Issuer,
each exercisable to purchase (subject, initially, to the
satisfaction of certain material conditions) one share of common
stock, par value $0.0001 per share, of the Issuer for $11.50 per
share. The material conditions to exercise were satisfied on the
Closing, and the warrants by their terms become exercisable
(including by cash settlement) 30 days following the
Closing. |
Remarks:
In accordance with the Merger Agreement, the Issuer, a then Cayman
Islands exempted company, domesticated as a Delaware corporation
(the "Domestication") and subsequently changed its name to "OmniAb,
Inc." Pursuant to the Domestication, the 5,645,000 Class B ordinary
shares of the Issuer, par value $0.0001 per share, directly owned
by Avista Sponsor, converted automatically, on a one-for-one basis,
into 5,645,000 shares of common stock, par value $0.0001 per share,
of the Issuer. Exhibit 24.1 (Power of Attorney) and Exhibit 99.1
(Joint Filer Information and Signatures) are hereby incorporated by
reference herein. |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
Avista Acquisition GP LLC II
65 EAST 55TH STREET
18TH FLOOR
NEW YORK, NY 10022 |
X |
X |
|
|
Burgstahler David F
65 EAST 55TH STREET
18TH FLOOR
NEW YORK, NY 10022 |
X |
X |
|
|
Dean Thompson
65 EAST 55TH STREET
18TH FLOOR
NEW YORK, NY 10022 |
X |
X |
|
|
Avista Acquisition LP II
65 EAST 55TH STREET
18TH FLOOR
NEW YORK, NY 10022 |
X |
X |
|
|
Signatures
|
|
See Exhibit 99.1 |
|
11/3/2022 |
| **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 control number. |
Avista Public Acquisitio... (NASDAQ:AHPAU)
Historical Stock Chart
From May 2023 to Jun 2023
Avista Public Acquisitio... (NASDAQ:AHPAU)
Historical Stock Chart
From Jun 2022 to Jun 2023
