Matthew Ocko Form 3 AbCellera Biologics / Matthew Ocko ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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.

(Last) (First) (Middle)

270 UNIVERSITY AVENUE

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/11/2020

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A1 Preferred Shares	(1)	(1)	Common Shares	21,052,640	(1)	I	See footnote(2)(3)
Series A2 Preferred Shares	(1)	(1)	Common Shares	8,023,710	(1)	I	See footnote(2)(3)
Convertible Note	(4)	(4)	Common Shares	29,411	17	I	See footnote(2)(3)

1. Name and Address of Reporting Person^*

DCVC Bio, L.P.

(Last) (First) (Middle)

270 UNIVERSITY AVENUE

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

DCVC Bio GP, LLC

(Last) (First) (Middle)

270 UNIVERSITY AVENUE

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ZNM Capital Management, LLC

(Last) (First) (Middle)

270 UNIVERSITY AVENUE

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Ocko Matthew

(Last) (First) (Middle)

270 UNIVERSITY AVENUE

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Stead Kiersten

(Last) (First) (Middle)

270 UNIVERSITY AVENUE

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Bogue Zachary

(Last) (First) (Middle)

270 UNIVERSITY AVENUE

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

Explanation of Responses:

1. The Series A1 Preferred Shares and Series A2 Preferred Shares (collectively, the "Preferred Shares") are convertible into Common Shares at a 1:10 ratio into the number of Common Shares as shown in Column 3 at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering ("IPO") without payment of additional consideration. The Preferred Shares have no expiration date.

2. These securities are held by DCVC Bio, L.P. ("DCVC Bio"). DCVC Bio GP, LLC ("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. The convertible promissory note ("Convertible Note") has a maturity date of October 30, 2025 and the principal amount of the Convertible Note will convert upon the closing of the IPO into Common Shares at a conversion price equal to $17.00 per Common Share.

Remarks:

This is one of two Form 3s filed on the date hereof in respect of these securities. The Reporting Person for the other Form 3 is John Hamer.

	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	12/11/2020
	DCVC Bio GP, LLC By: ZNM Capital Management, LLC Its: Managing Member By: /s/ Matthew Ocko Matthew Ocko, Managing Member	12/11/2020
	ZNM Capital Management, LLC By: /s/ Matthew Ocko Matthew Ocko, Managing Member	12/11/2020
	Matthew Ocko /s/ Matthew Ocko	12/11/2020
	Kiersten Stead /s/ Kiersten Stead	12/11/2020
	Zachary Bogue /s/ Zachary Bogue	12/11/2020
	** Signature of Reporting Person	Date
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