Sec Form 3 Filing - Phoenix Venture Partners II LP @ Absci Corp - 2021-07-21

FORM 3 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 Phoenix Venture Partners II LP 2. Issuer Name and Ticker or Trading Symbol Absci Corp [ ABSI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1700 EL CAMINO REAL, SUITE 355 3. Date of Earliest Transaction (MM/DD/YY) 07/21/2021 (Street) SAN MATEO, CA94402 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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

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 Series A-1 Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 5,681,332 D ( 1 ) Series A-2 Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock 533,735 D ( 1 ) Series A-3 Preferred Stock ( 4 ) ( 4 ) ( 4 ) Common Stock 4,954,650 D ( 1 ) Series B Preferred Stock ( 5 ) ( 5 ) ( 5 ) Common Stock 2,590,991 D ( 1 ) Series C Preferred Stock ( 6 ) ( 6 ) ( 6 ) Common Stock 273,130 D ( 1 ) Series D-1 Preferred Stock ( 7 ) ( 7 ) ( 7 ) Common Stock 84,348 D ( 1 ) Series D-2 Preferred Stock ( 8 ) ( 8 ) ( 8 ) Common Stock 33,741 D ( 1 ) Series E Preferred Stock ( 9 ) ( 9 ) ( 9 ) Common Stock 33,675 D ( 1 ) Series A-4 Preferred Stock Warrant $ 1 ( 10 ) 09/29/2026 Series A-4 Preferred Stock 93,007 D ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Phoenix Venture Partners II LP 1700 EL CAMINO REAL, SUITE 355 SAN MATEO, CA94402 X Phoenix General Partner II LLC 1700 EL CAMINO REAL, SUITE 355 SAN MATEO, CA94402 X Signatures /s/ Zachariah Jonasson, Managing Member of sole general partner on behalf of Phoenix Venture Partners II LP 07/21/2021 Signature of Reporting Person Date /s/ Zachariah Jonasson, Managing Member on behalf of Phoenix General Partner II LLC 07/21/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares are held by Phoenix Venture Partners II LP and may be deemed to be indirectly beneficially owned by Phoenix General Partner II LLC, the general partner of Phoenix Venture Partners II LP. Phoenix General Partner II LLC disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. ( 2 )These shares of the Issuer's Series A-1 Preferred Stock will automatically convert 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 3 immediately upon the closing of the Issuer's initial public offering ("IPO") without payment of additional consideration. The Series A-1 Preferred Stock has no expiration date. ( 3 )These shares of the Issuer's Series A-2 Preferred Stock will automatically convert on a one-for-3.3031 basis into the number of shares of Common Stock shown in Column 3 immediately upon the closing of the IPO without payment of additional consideration. The Series A-2 Preferred Stock has no expiration date. ( 4 )These shares of the Issuer's Series A-3 Preferred Stock will automatically convert on a one-for-3.3031 basis into the number of shares of Common Stock shown in Column 3 immediately upon the closing of the IPO without payment of additional consideration. The Series A-3 Preferred Stock has no expiration date. ( 5 )These shares of the Issuer's Series B Preferred Stock will automatically convert on a one-for-3.3031 basis into the number of shares of Common Stock shown in Column 3 immediately upon the closing of the IPO without payment of additional consideration. The Series B Preferred Stock has no expiration date. ( 6 )These shares of the Issuer's Series C Preferred Stock will automatically convert on a one-for-3.3031 basis into the number of shares of Common Stock shown in Column 3 immediately upon the closing of the IPO without payment of additional consideration. The Series C Preferred Stock has no expiration date. ( 7 )These shares of the Issuer's Series D-1 Preferred Stock will automatically convert on a one-for-3.3031 basis into the number of shares of Common Stock shown in Column 3 immediately upon the closing of the IPO without payment of additional consideration. The Series D-1 Preferred Stock has no expiration date. ( 8 )These shares of the Issuer's Series D-2 Preferred Stock will automatically convert on a one-for-3.3031 basis into the number of shares of Common Stock shown in Column 3 immediately upon the closing of the IPO without payment of additional consideration. The Series D-2 Preferred Stock has no expiration date. ( 9 )These shares of the Issuer's Series E Preferred Stock will automatically convert on a one-for-3.3031 basis into the number of shares of Common Stock shown in Column 3 immediately upon the closing of the IPO without payment of additional consideration. The Series E Preferred Stock has no expiration date. ( 10 )Immediately upon the closing of the IPO, these warrants will be exercisable by the holder at its option for Common Stock on a one-for-3.3031 basis.

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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