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*
(Street)
| 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)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) | |||||||
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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*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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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 | |
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 5 (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 Number. |