Statement of Changes in Beneficial Ownership (4)
October 19 2022 - 04:40PM
Edgar (US Regulatory)
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FORM 4
[ ] 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
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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
|
|
| 1. Name
and Address of Reporting Person * MARTIN WILLIAM E.
III |
2. Issuer Name and Ticker or Trading
Symbol MARAVAI LIFESCIENCES HOLDINGS, INC. [ MRVI
] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
See remarks |
|
(Last)
(First)
(Middle)
C/O MARAVAI LIFESCIENCES HOLDINGS, INC., 10770 WATERIDGE
CIR, SUITE 200 |
3. Date of Earliest Transaction (MM/DD/YYYY)
10/17/2022
|
|
(Street)
SAN DIEGO, CA 92121
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ 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 |
|
Class A Common Stock |
10/17/2022 |
|
A |
|
120019 |
A |
(1) |
120019 |
D |
|
|
Class A Common Stock |
10/17/2022 |
|
A |
|
228036 |
A |
(2) |
348055 |
D |
|
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 |
|
Employee Stock Option (Right to
Buy) |
$19.42 |
10/17/2022 |
|
A |
|
403946 |
|
(3) |
10/17/2032 |
Class A Common Stock |
403946 |
$0.00 |
403946 |
D |
|
|
Performance Stock Units |
(4) |
10/17/2022 |
|
A |
|
240038 |
|
(4) |
10/17/2025 |
Class A Common Stock |
240038 |
$0.00 |
240038 |
D |
|
| Explanation of
Responses: |
| (1) |
Represents restricted stock
units ("RSUs") awarded under the Maravai LifeSciences Holdings,
Inc. 2020 Omnibus Incentive Plan (the "Omnibus Incentive Plan").
Each RSU represents the right to receive one share of Class A
Common Stock of the Issuer upon vesting, subject to the Reporting
Person's continued employment with the Issuer. The RSUs will vest
50% on each of October 17, 2023 and October 17, 2024, subject to
the Reporting Person's continued employment with the
Issuer. |
| (2) |
Represents RSUs awarded
under the Omnibus Incentive Plan. Each RSU represents the right to
receive one share of Class A Common Stock of the Issuer upon
vesting, subject to the Reporting Person's continued employment
with the Issuer. The RSUs will vest in 1/3rd increments on each of
October 17, 2023, October 17, 2024, and October 17, 2025, subject
to the Reporting Person's continued employment with the
Issuer. |
| (3) |
Represents options awarded
under the Omnibus Incentive Plan. These options will vest 25% on
October 17, 2023 and in near-equal 1/36th installments each month
thereafter, subject to the Reporting Person's continued employment
with the Issuer. |
| (4) |
Represents performance stock
units ("PSUs") awarded under the Omnibus Incentive Plan. Each PSU
represents the contingent right to receive one share of Class A
Common Stock of the Issuer. The PSUs will vest on October 17, 2025,
if and to the extent the 60-trading day volume-weighted average
stock price of the Class A Common Stock of the Issuer equals or
exceeds certain thresholds, provided that in the event of a Change
in Control (as defined in the Omnibus Incentive Plan) prior to
October 17, 2025, the PSUs will convert to time-based RSUs that
will fully vest on October 17, 2025, subject to the Reporting
Person's continued employment with the Issuer. |
Remarks:
The Reporting Person was performing the responsibilities of Chief
Executive Officer of the Company on October 17, 2022. Effective
October 18, 2022, the Reporting Person commenced a temporary leave
of absence, and during his leave of absence, the Reporting Person
is not expected to perform any responsibilities as Chief Executive
Officer of the Company. |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
MARTIN WILLIAM E. III
C/O MARAVAI LIFESCIENCES HOLDINGS, INC.
10770 WATERIDGE CIR, SUITE 200
SAN DIEGO, CA 92121 |
|
|
See remarks |
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Signatures
|
|
/s/ Kurt Oreshack, by power of attorney for
William E. Martin, III |
|
10/19/2022 |
| **Signature of Reporting
Person |
Date |
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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. |
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