Casdin Partners Master Fund Form 4 Change in insider ownership

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^*

Casdin Partners Master Fund, L.P.

(Last) (First) (Middle)

1350 AVENUE OF THE AMERICAS, SUITE 2600

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Absci Corp [ ABSI ]

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)
07/26/2021

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

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. 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 Stock	07/26/2021		C		4,209,573	A	$0(1)	4,209,573	D(2)
Common Stock	07/26/2021		C		973,260	A	$0(3)	5,182,833	D(2)
Common Stock	07/26/2021		P		1,562,500	A	$16	6,745,333	D(2)
Common Stock	07/26/2021		C		973,260	A	$0(3)	973,260	I	See footnote(4)

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
Series E Preferred Stock	(1)	07/26/2021		C			1,274,431	(1)	(1)	Common Stock	4,209,573	$0	0	D(2)
Convertible Note	$13.12	07/26/2021		C			$12,769,178	(3)	(3)	Common Stock	973,260	$0	0	D(2)
Convertible Note	$13.12	07/26/2021		C			$12,769,178	(3)	(3)	Common Stock	973,260	$0	0	I	See footnote(4)

1. Name and Address of Reporting Person^*

Casdin Partners Master Fund, L.P.

(Last) (First) (Middle)

1350 AVENUE OF THE AMERICAS, SUITE 2600

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Casdin Capital, LLC

(Last) (First) (Middle)

1350 AVENUE OF THE AMERICAS, SUITE 2600

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Casdin Partners GP, LLC

(Last) (First) (Middle)

1350 AVENUE OF THE AMERICAS, SUITE 2600

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Casdin Private Growth Equity Fund, L.P.

(Last) (First) (Middle)

1350 AVENUE OF THE AMERICAS, SUITE 2600

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CASDIN PRIVATE GROWTH EQUITY FUND GP, LLC

(Last) (First) (Middle)

1350 AVENUE OF THE AMERICAS, SUITE 2600

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Explanation of Responses:

1. These shares of the Series E Preferred Stock automatically converted on a one-for-3.3031 basis into the number of shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock"), shown in Column 7 immediately upon closing of the Issuer's initial public offering ("IPO") without payment of additional consideration. The Series E Preferred Stock had no expiration date.

2. These shares are held by Casdin Partners Master Fund, L.P. Casdin Capital, LLC ("Casdin Capital") is the investment adviser to Casdin Partners Master Fund, L.P., and Casdin Partners GP, LLC ("Casdin Partners GP") is the general partner of Casdin Partners Master Fund, L.P. Eli Casdin is the managing member of Casdin Capital and Casdin Partners GP. Each of Casdin Capital, Casdin Partners GP and Eli Casdin disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein, if any. Eli Casdin is a director of the Issuer and, accordingly, files separate Section 16 reports

3. This convertible promissory note ("Convertible Note") had a maturity date of September 16, 2023. The principal and accrued interest under the Convertible Note converted upon the closing of the IPO into shares of Common Stock at a conversion price equal to $13.12 per share without payment of additional consideration.

4. These shares are held by Casdin Private Growth Equity Fund, L.P. Casdin Capital is the investment adviser to Casdin Private Growth Equity Fund, L.P. and Casdin Private Growth Equity Fund GP, LLC ("Casdin Private Growth GP") is the general partner of Casdin Private Growth Equity Fund, L.P. Eli Casdin is the managing member of Casdin Capital and Casdin Private Growth GP. Each of Casdin Capital, Casdin Private Growth GP and Eli Casdin disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein, if any. Eli Casdin is a director of the Issuer and, accordingly, files separate Section 16 reports.

Remarks:

Eli Casdin has been deputized to represent the Reporting Persons on the board of directors of the Issuer. By virtue of Mr. Casdin's representation, for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act"), each of the Reporting Persons may be deemed directors by deputization of the Issuer. Mr. Casdin files separate Section 16 reports disclosing securities of the Issuer that he may be deemed to beneficially own for Section 16 purposes.

	Casdin Partners Master Fund, L.P., By: Casdin Partners GP, LLC, Its: General Partner, By: /s/ Eli Casdin, Its: Managing Member	07/28/2021
	Casdin Capital, LLC, By: /s/ Eli Casdin, Its: Managing Member	07/28/2021
	Casdin Partners GP LLC, By: /s/ Eli Casdin, Its: Managing Member	07/28/2021
	Casdin Private Growth Equity Fund, L.P., By: Casdin Private Growth Equity Fund GP, LLC, By: /s/ Eli Casdin, Its: Managing Member	07/28/2021
	Casdin Private Growth Equity Fund GP, LLC, By: /s/ Eli Casdin, Its: Managing Member	07/28/2021
	** Signature of Reporting Person	Date
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