Statement of Changes in Beneficial Ownership (4)
June 22 2021 - 06:14PM
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
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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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1. Name and Address of Reporting Person
*
DCVC Bio, L.P. |
2. Issuer Name and Ticker or Trading Symbol
AbCellera Biologics Inc.
[
ABCL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
270 UNIVERSITY AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/18/2021 |
(Street)
PALO ALTO, CA 94301
(City)
(State)
(Zip)
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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
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X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Shares | 6/18/2021 | | J(1) | | 5000000 | D | $0.00 (1) | 24105761 | I | See Footnote (2)(3) |
Common Shares | 6/18/2021 | | J(1) | | 73892 | A | $0.00 (1) | 73892 | I | See Footnote (4)(5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Explanation of Responses: |
(1) | On June 18, 2021, DCVC Bio, L.P. ("DCVC Bio") distributed, for no consideration, an aggregate of 5,000,000 Common Shares of the Issuer ("DCVC Bio Shares") to its limited partners and to DCVC Bio GP, LLC ("DCVC Bio GP"), its general partner, representing each such partner's pro rata interest in such DCVC Bio Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended. |
(2) | These securities are held by DCVC Bio. DCVC Bio GP is the general partner of DCVC Bio and has sole voting and dispositive power with regard to the securities held by DCVC Bio. JNK Capital Management, LLC ("JNK") and ZNM Capital Management, LLC ("ZNM") are the managing members of DCVC Bio GP and share voting and dispositive power with respect to the securities held by DCVC Bio. The managing members of JNK and ZNM are Matthew Ocko, Zachary Bogue, John Hamer and Kiersten Stead. Matthew Ocko, Zachary Bogue, John Hamer and Kiersten Stead share voting and dispositive power with respect to the securities held by DCVC Bio. |
(3) | (Continued from Footnote 2) Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of such securities and this report shall not be deemed an admission that it is the beneficial owner of such securities, except to the extent of its indirect pecuniary interest therein, if any. |
(4) | These securities are held by DCVC Bio GP. JNK and ZNM are the managing members of DCVC Bio GP and share voting and dispositive power with respect to the securities held by DCVC Bio GP. The managing members of JNK and ZNM are Matthew Ocko, Zachary Bogue, John Hamer and Kiersten Stead. Matthew Ocko, Zachary Bogue, John Hamer and Kiersten Stead share voting and dispositive power with respect to the securities held by DCVC Bio GP. |
(5) | (Continued from Footnote 4) Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of such securities and this report shall not be deemed an admission that it is the beneficial owner of such securities, except to the extent of its indirect pecuniary interest therein, if any. |
Remarks: This is one of two Form 4s filed on the date hereof in respect of these securities. The Reporting Person for the other Form 4 is John Hamer. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
DCVC Bio, L.P. 270 UNIVERSITY AVENUE PALO ALTO, CA 94301 |
| X |
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DCVC Bio GP, LLC 270 UNIVERSITY AVENUE PALO ALTO, CA 94301 |
| X |
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JNK Capital Management, LLC 270 UNIVERSITY AVENUE PALO ALTO, CA 94301 |
| X |
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ZNM Capital Management, LLC 270 UNIVERSITY AVENUE PALO ALTO, CA 94301 |
| X |
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Bogue Zachary 270 UNIVERSITY AVENUE PALO ALTO, CA 94301 |
| X |
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Ocko Matthew 270 UNIVERSITY AVENUE PALO ALTO, CA 94301 |
| X |
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Stead Kiersten 270 UNIVERSITY AVENUE PALO ALTO, CA 94301 |
| X |
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Signatures
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DCVC Bio, L.P. By: DCVC Bio GP, LLC Its: General Partner By: ZNM Capital Management, LLC Its: Managing Member By: /s/ Matthew Ocko Matthew Ocko, Managing Member | | 6/21/2021 |
**Signature of Reporting Person | Date |
DCVC Bio GP, LLC, By: ZNM Capital Management, LLC Its: Managing Member By: /s/ Matthew Ocko Matthew Ocko, Managing Member | | 6/21/2021 |
**Signature of Reporting Person | Date |
JNK Capital Management, LLC, By: /s/ Kiersten Stead Kiersten Stead, Managing Member | | 6/21/2021 |
**Signature of Reporting Person | Date |
ZNM Capital Management, LLC By: /s/ Matthew Ocko Matthew Ocko, Managing Member | | 6/21/2021 |
**Signature of Reporting Person | Date |
Zachary Bogue /s/ Zachary Bogue | | 6/21/2021 |
**Signature of Reporting Person | Date |
Matthew Ocko /s/ Matthew Ocko | | 6/21/2021 |
**Signature of Reporting Person | Date |
Kiersten Stead /s/ Kiersten Stead | | 6/21/2021 |
**Signature of Reporting Person | Date |
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