Hayden Michael R Form 4 AbCellera Biologics / Michael R Hayden ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Hayden Michael R

(Last) (First) (Middle)

C/O ABCELLERA BIOLOGICS INC.

2215 YUKON STREET

(Street)

VANCOUVER A1 V5Y 0A1

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AbCellera Biologics Inc. [ ABCL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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 Shares	11/06/2020		M(8)		270,000(2)	A	$0.33(2)(3)	985,750	I	See footnote(1)
Common Shares	12/15/2020		C		117,647	A	(7)	1,103,397	I	See footnote(1)
Common Shares	12/15/2020		P		73,665	A	$20	118,245	I	By spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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
Stock Option (right to buy)	$0.33(2)(3)	11/06/2020		M(8)			270,000(2)	(4)	09/11/2029	Common Shares	270,000(2)	$0.00	540,000(2)	I	See footnote(1)
Stock Option (right to buy)	$2.76(2)(5)	11/18/2020		A(8)		100,000(2)		(6)	11/18/2030	Common Shares	100,000(2)	$0.00	100,000(2)	D
Convertible Note	(7)	12/11/2020		A(8)		$2,000,000		(7)	(7)	Common Shares	117,647	$2,000,000	$2,000,000	I	See footnote(1)
Convertible Note	$17	12/15/2020		C			$2,000,000	(7)	(7)	Common Shares	117,647	$0.00	0	I	See footnote(1)

Explanation of Responses:

1. These shares are held by Genworks 2 Consulting, Inc. ("Genworks 2"). The Reporting Person's spouse has sole voting and investment power with respect to the shares held by Genworks 2. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his indirect pecuniary interest, if any, therein.

2. On December 4, 2020, the Issuer effected a one-for-10 forward stock split of the Issuer's Common Shares ("Stock Split"). This amount has been adjusted to give effect to the Stock Split.

3. The exercise price reported above was converted from the Canadian exercise price of CAD $0.43 using an exchange rate of CAD $1.27840 = US $1.00.

4. 50% of the shares subject to such option vest and become exercisable on September 11, 2021 and 50% of the shares subject to such option vest and become exercisable on September 11, 2022, subject to the Reporting Person's continuous service to the Issuer on each such date.

5. The exercise price reported above was converted from the Canadian exercise price of CAD $3.52 using an exchange rate of CAD $1.27840 = US $1.00.

6. 100% of the shares subject to such option vest and become exercisable on the date of the 2021 annual general meeting of the Issuer, subject to the Reporting Person's continuous service to the Issuer on such date

7. The convertible promissory note ("Convertible Note") had a maturity date of October 30, 2025 and the principal amount of the Convertible Note converted upon the closing of the Issuer's initial public offering into Common Shares at a conversion price equal to $17.00 per Common Share.

8. This transaction occurred prior to the effectiveness of the Issuer's registration under Section 12 of the Securities Exchange Act of 1934 and is being reported on Form 4 solely for purposes of compliance with Rule 16a-2(a) under the Securities Exchange Act of 1934, as amended. The securities covered by such transaction were previously included on the Reporting Person's Form 3.

Remarks:

	/s/ Tryn Stimart, attorney-in-fact	12/17/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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