| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
OmniAb, Inc. [ OABI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/01/2022 | ||||||||||||||||||||||||||
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4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 11/01/2022 | A(1) | 353,716(2)(3) | A | (1) | 353,716 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | $6.46 | 11/01/2022 | A(1) | 8,339 | (4) | 02/10/2025 | Common Stock | 8,339 | (1) | 8,339 | D | ||||
| Stock Option | $9.84 | 11/01/2022 | A(1) | 17,778 | (4) | 02/11/2026 | Common Stock | 17,778 | (1) | 17,778 | D | ||||
| Stock Option | $11.52 | 11/01/2022 | A(1) | 29,237 | (4) | 02/24/2027 | Common Stock | 29,237 | (1) | 29,237 | D | ||||
| Stock Option | $18.24 | 11/01/2022 | A(1) | 39,777 | (4) | 03/02/2028 | Common Stock | 39,777 | (1) | 39,777 | D | ||||
| Stock Option | $13.54 | 11/01/2022 | A(1) | 62,710 | (5) | 02/11/2029 | Common Stock | 62,710 | (1) | 62,710 | D | ||||
| Stock Option | $10.98 | 11/01/2022 | A(1) | 73,716 | (6) | 02/13/2030 | Common Stock | 73,716 | (1) | 73,716 | D | ||||
| Stock Option | $20.36 | 11/01/2022 | A(1) | 29,772 | (7) | 02/03/2031 | Common Stock | 29,772 | (1) | 29,772 | D | ||||
| Stock Option | $10.41 | 11/01/2022 | A(1) | 175,477 | (8) | 05/05/2032 | Common Stock | 175,477 | (1) | 175,477 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the business combination of Avista Public Acquisition Corp. II and OmniAb, Inc. ("Legacy OmniAb"), as contemplated by an agreement and plan of merger, dated March 23, 2022 (the "Merger Agreement"), each share of common stock, option and award of restricted stock unit of Legacy OmniAb automatically converted into the right to receive securities of the Issuer with the same terms and conditions in accordance with an exchange ratio described in the Merger Agreement. |
| 2. Includes 97,769 restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock and does not expire. |
| 3. Includes 96,038 earn-out shares subject to forfeiture provisions described in the Merger Agreement. |
| 4. The stock option is fully vested and exercisable. |
| 5. The stock option vests and is exercisable as to 12.5% of the underlying shares on August 11, 2019, and in 42 substantially equal monthly installments thereafter. |
| 6. The stock option vests and is exercisable as to 12.5% of the underlying shares on August 13, 2020, and in 42 substantially equal monthly installments thereafter. |
| 7. The stock option vests and is exercisable as to 12.5% of the underlying shares on August 3, 2021, and in 42 substantially equal monthly installments thereafter. |
| 8. The stock option vests and is exercisable as to 12.5% of the underlying shares on August 5, 2022, and in 42 substantially equal monthly installments thereafter. |
| Remarks: |
| Chief Legal Officer and Secretary |
| /s/ Charles S. Berkman | 11/03/2022 | |
| ** 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 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 Number. | ||