FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
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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) |
3. Date of Earliest Transaction
(MM/DD/YYYY)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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 | 10,172,934 (3) | A | $10 | 15,817,934 (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 | $11.5 | 11/1/2022 | A | 11,345,489 (5)(6) | (5)(6) | 11/1/2027 | Common stock, par value $0.0001 | 11,345,489 | (5)(6) | 11,345,489 | I | See Notes (1)(2) |
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 | |||||
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. |
Exhibit 24.1
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints Benjamin Silbert with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:
1. | execute for and on behalf of the undersigned with respect to OmniAb, Inc. (the “Company”), Schedules 13D and 13G and Forms 3, 4, and 5 in accordance with Sections 13 and 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; |
2. | do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedules 13D or 13G or Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and |
3. | take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion. |
The undersigned hereby grant to the attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledge that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming any of the undersigned’s responsibilities to comply with Sections 13 and 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 3rd day of November, 2022.
Avista Acquisition LP II | ||
By: Avista Acquisition GP LLC II, its general partner | ||
/s/ David Burgstahler | ||
Name: | David Burgstahler | |
Title: | Manager | |
Avista Acquisition GP LLC II | ||
/s/ Thompson Dean | ||
Name: | Thompson Dean | |
Title: | Manager | |
Thompson Dean | ||
/s/ Thompson Dean | ||
Name: | Thompson Dean | |
David Burgstahler | ||
/s/ David Burgstahler | ||
Name: | David Burgstahler |
[Signature Page to Power of Attorney]
Exhibit 99.1
Joint Filer Information
Name of Joint Filer: | Avista Acquisition LP II |
Address of Joint Filer: | 65 East 55th Street, 18th Floor |
New York, NY 10022 | |
Relationship of Joint Filer to Issuer: | 10% Owner, Director |
Issuer Name and Ticker or Trading Symbol: | OmniAb,Inc. [OABI] |
Date of Earliest Transaction Required to be Reported (Month/Day/Year): |
November 1, 2022 |
Designated Filer: | Avista Acquisition GP LLC II |
Signature: | ||
Avista Acquisition LP II | ||
/s/ Benjamin Silbert | ||
Name: | Benjamin Silbert | |
Title: | Attorney-in-fact |
Dated: November 3, 2022
Joint Filer Information
(continued)
Name of Joint Filer: | Avista Acquisition GP LLC II |
Address of Joint Filer: | 65 East 55th Street, 18th Floor |
New York, NY 10022 | |
Relationship of Joint Filer to Issuer: | 10% Owner, Director |
Issuer Name and Ticker or Trading Symbol: | OmniAb,Inc. [OABI] |
Date of Earliest Transaction Required to be Reported (Month/Day/Year): |
November 1, 2022 |
Designated Filer: | Avista Acquisition GP LLC II |
Signature: | ||
Avista Acquisition GP LLC II | ||
/s/ Benjamin Silbert | ||
Name: | Benjamin Silbert | |
Title: | Attorney-in-fact |
Dated: November 3, 2022
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Joint Filer Information
(continued)
Name of Joint Filer: | Thompson Dean |
Address of Joint Filer: | 65 East 55th Street, 18th Floor |
New York, NY 10022 | |
Relationship of Joint Filer to Issuer: | 10% Owner, Director |
Issuer Name and Ticker or Trading Symbol: | OmniAb,Inc. [OABI] |
Date of Earliest Transaction Required to be Reported (Month/Day/Year): |
November 1, 2022 |
Designated Filer: | Avista Acquisition GP LLC II |
Signature: | ||
By: | /s/ Benjamin Silbert | |
Name: Benjamin Silbert, Attorney-in-Fact for Thompson Dean |
Dated: November 3, 2022
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Joint Filer Information
(continued)
Name of Joint Filer: | David Burgstahler |
Address of Joint Filer: | 65 East 55th Street, 18th Floor |
New York, NY 10022 | |
Relationship of Joint Filer to Issuer: | 10% Owner, Director |
Issuer Name and Ticker or Trading Symbol: | OmniAb,Inc. [OABI] |
Date of Earliest Transaction Required to be Reported (Month/Day/Year): |
November 1, 2022 |
Designated Filer: | Avista Acquisition GP LLC II |
Signature: | ||
By: | /s/ Benjamin Silbert | |
Name: Benjamin Silbert, Attorney-in-Fact for David Burgstahler |
Dated: November 3, 2022
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