Sec Form 4 Filing - Hayden Michael R @ AbCellera Biologics Inc. - 2020-12-15

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Hayden Michael R 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) (Last) (First) (Middle) C/O ABCELLERA BIOLOGICS INC., 2215 YUKON STREET 3. Date of Earliest Transaction (MM/DD/YY) 12/15/2020 (Street) VANCOUVER, A1V5Y 0A1 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 ) $ 0 540,000 ( 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 ) $ 0 100,000 ( 2 ) D Convertible Note ( 7 ) 12/11/2020 A( 8 ) ( 7 ) ( 7 ) Common Shares 117,647 $ 2,000,000 $ 2,000,000 I See footnote ( 1 ) Convertible Note $ 17 12/15/2020 C ( 7 ) ( 7 ) Common Shares 117,647 $ 0 0 I See footnote ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hayden Michael R C/O ABCELLERA BIOLOGICS INC. 2215 YUKON STREET VANCOUVER, A1V5Y 0A1 X Signatures /s/ Tryn Stimart, attorney-in-fact 12/17/2020 Signature of Reporting Person Date

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.

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).

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