Explanation of
Responses: |
(1) |
This form is being filed by
each of the following Reporting Persons: (i) Avista Acquisition LP
II, a Cayman Islands limited partnership ("Avista Sponsor"), (ii)
Avista Acquisition GP LLC II, a Cayman Islands limited liability
company ("Avista Sponsor GP"), which is the general partner of
Avista Sponsor, (iii) Avista Capital Partners V, L.P., a Delaware
limited partnership ("ACP V Onshore"), which is a limited partner
of Avista Sponsor, (iv) Avista Capital Partners (Offshore) V, L.P.,
a Bermuda limited partnership ("ACP V Offshore"), which is a
limited partner of Avista Sponsor, (v) Avista Capital Partners V
GP, L.P., a Delaware limited partnership ("ACP V GP"), which is the
general partner of ACP V Onshore and ACP V Offshore, |
(2) |
(vi) Avista Capital Managing
Member V, LLC, a Delaware limited liability company ("Avista
Managing Member"), which is the general partner of ACP V VP, (vii)
each of Thompson Dean and David Burgstahler, who are the managers
of Avista Sponsor GP and Avista Managing Member (together with ACP
V Onshore, ACP V Offshore, ACP V GP and Avista Managing Member, the
"Avista Affiliates"), and (viii) Joshua Tamaroff, who is a Director
of OmniAb, Inc. (f/k/a Avista Public Acquisition Corp. II) (the
"Issuer"). |
(3) |
Each of the transactions
described in this Form 4 are being made in connection with the
liquidation and dissolution of Avista Sponsor and Avista Sponsor
GP. In connection with its liquidation, Avista Sponsor distributed
all of its assets, consisting solely of securities of the Issuer,
pro rata for no consideration to its limited partners, ACP V
Onshore and ACP V Offshore. As a result of these transactions and
their subsequent dissolution, Avista Sponsor and Avista Sponsor GP
will no longer hold, directly or indirectly, any securities in the
Issuer. |
(4) |
Each of the transactions
described in this Form 4 are being made in connection with the
liquidation and dissolution of Avista Sponsor and Avista Sponsor
GP. In connection with its liquidation, Avista Sponsor distributed
all of its assets, consisting solely of securities of the Issuer,
pro rata for no consideration to its limited partners, ACP V
Onshore and ACP V Offshore. As a result of these transactions and
their subsequent dissolution, Avista Sponsor and Avista Sponsor GP
will no longer hold, directly or indirectly, any securities in the
Issuer. |
(5) |
Directly owned by ACP V
Offshore. Each of the Avista Affiliates may be deemed to
beneficially own the securities reported on this line item to the
extent of their respective pecuniary interests. Each of the Avista
Affiliates disclaims beneficial ownership of the securities
reported on this line item, except to the extent of their pecuniary
interest therein, if any. |
(6) |
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. As a result of the
transactions described in this Form 4, and pursuant to a Joinder to
the Letter Agreement entered into on December 9, 2022 between ACP V
Onshore, ACP V Offshore, Avista Sponsor and the Issuer, ACP V
Onshore directly holds 595,508 of the shares of common stock
subject to forfeiture pursuant to the terms of the Letter
Agreement, and ACP V Offshore holds 697,791 of the shares of common
stock subject to forfeiture pursuant to the terms of the Letter
Agreement. |
(7) |
Additionally, in connection
with the transactions described in this Form 4, each of ACP V
Onshore and ACP V Offshore provided to the Issuer an agreement
stating that they will each be bound by the transfer restrictions
included in the Amended and Restated Registration and Stockholder
Rights Agreement, dated as of November 1, 2022, among the Issuer,
the Sponsor and the other signatories thereto (the "A&R RSRA")
for the duration of the Founder Shares Lock Up Period (as defined
in the A&R RSRA). |
(8) |
Represents stock options
granted to Joshua Tamaroff in his capacity as a director of the
Issuer, which stock options vest in three substantially similar
annual installments beginning on November 1, 2023. Mr. Tamaroff is
a partner at an affiliate of the Avista Affiliates and has assigned
all rights, title and interest in such stock options to an
affiliate of the Avista Affiliates controlled by Mr. Dean and Mr.
Burgstahler. The Avista Affiliates are each "directors by
deputization" for the purposes of Section 16 of the Securities
Exchange Act of 1934, as amended. Each of the Avista Affiliates and
Josh Tamaroff may be deemed to beneficially own the securities
reported on this line item to the extent of their respective
pecuniary interests. Each of the Avista Affiliates and Josh
Tamaroff disclaims beneficial ownership of the securities reported
on this line item, except to the extent of their pecuniary interest
therein, if any. |
(9) |
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
became exercisable (including by cash settlement) on December 1.,
2022. |
(10) |
In connection with the
Amended and Restated Forward Purchase Agreement, dated March 23,
2022, by and among the Issuer, Avista Sponsor and OmniAb, Inc.(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 became exercisable
(including by cash settlement) December 31, 2022. |
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 |
|
|
Tamaroff Joshua Alexander
65 EAST 55TH STREET
18TH FLOOR
NEW YORK, NY 10022 |
X |
X |
|
|
Avista Capital Partners V, L.P.
65 EAST 55TH STREET
18TH FLOOR
NEW YORK, NY 10022 |
X |
X |
|
|
Avista Capital Partners (Offshore) V, L.P.
65 EAST 55TH STREET
18TH FLOOR
NEW YORK, NY 10022 |
X |
X |
|
|
Avista Capital Partners V GP, L.P.
65 EAST 55TH STREET
18TH FLOOR
NEW YORK, NY 10022 |
X |
X |
|
|
Avista Capital Managing Member V, LLC
65 EAST 55TH STREET
18TH FLOOR
NEW YORK, NY 10022 |
X |
X |
|
|