Sec Form 4 Filing - Phoenix Venture Partners II LP @ Absci Corp - 2021-07-26

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 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) 07/26/2021 (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 Common Stock 07/26/2021 C 5,681,332 A 5,681,332 ( 2 ) D ( 3 ) Common Stock 07/26/2021 C 533,735 A 6,215,067 ( 2 ) D ( 3 ) Common Stock 07/26/2021 C 4,954,650 A 11,169,717 ( 2 ) D ( 3 ) Common Stock 07/26/2021 C 2,590,991 A 13,760,708 ( 2 ) D ( 3 ) Common Stock 07/26/2021 C 273,130 A 14,033,838 ( 2 ) D ( 3 ) Common Stock 07/26/2021 C 84,348 A 14,118,186 ( 2 ) D ( 3 ) Common Stock 07/26/2021 C 33,741 A 14,151,927 ( 2 ) D ( 3 ) Common Stock 07/26/2021 C 33,675 A 14,185,602 ( 2 ) D ( 3 )

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 ( 1 ) 07/26/2021 C 1,720,000 ( 1 ) ( 1 ) Common Stock 5,681,332 ( 2 ) $ 0 0 D ( 3 ) Series A-2 Preferred Stock ( 4 ) 07/26/2021 C 161,586 ( 4 ) ( 4 ) Common Stock 533,735 ( 2 ) $ 0 0 D ( 3 ) Series A-3 Preferred Stock ( 5 ) 07/26/2021 C 1,500,000 ( 5 ) ( 5 ) Common Stock 4,954,650 ( 2 ) $ 0 0 D ( 3 ) Series B Preferred Stock ( 6 ) 07/26/2021 C 784,412 ( 6 ) ( 6 ) Common Stock 2,590,991 ( 2 ) $ 0 0 D ( 3 ) Series C Preferred Stock ( 7 ) 07/26/2021 C 82,689 ( 7 ) ( 7 ) Common Stock 273,130 ( 2 ) $ 0 0 D ( 3 ) Series D-1 Preferred Stock ( 8 ) 07/26/2021 C 25,536 ( 8 ) ( 8 ) Common Stock 84,348 ( 2 ) $ 0 0 D ( 3 ) Series D-2 Preferred Stock ( 9 ) 07/26/2021 C 10,215 ( 9 ) ( 9 ) Common Stock 33,741 ( 2 ) $ 0 0 D ( 3 ) Series E Preferred Stock ( 10 ) 07/26/2021 C 10,195 ( 10 ) ( 10 ) Common Stock 33,675 ( 2 ) $ 0 0 D ( 3 ) Series A-4 Preferred Stock Warrant $ 1 07/26/2021 C 93,007 ( 11 ) 09/29/2026 Series A-4 Preferred Stock 93,007 $ 0 0 D ( 3 ) Common Stock Warrant $ 1 07/26/2021 C 307,211 ( 12 ) 09/29/2026 Common Stock 307,211 ( 12 ) $ 0 0 D ( 3 )

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 07/28/2021 Signature of Reporting Person Date /s/ Zachariah Jonasson, Managing Member on behalf of Phoenix General Partner II LLC 07/28/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Series A-1 Preferred Stock converted into Common Stock on a one-for-3.3031 basis and had no expiration date. ( 2 )Reflects one-for-3.3031 stock split which became effective on July 26, 2021. ( 3 )Phoenix General Partner II LLC, as the sole general partner of Phoenix Venture Partners II LP, beneficially owns the reported securities indirectly, but disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. ( 4 )The Series A-2 Preferred Stock converted into Common Stock on a one-for-3.3031 basis and had no expiration date. ( 5 )The Series A-3 Preferred Stock converted into Common Stock on a one-for-3.3031 basis and had no expiration date. ( 6 )The Series B Preferred Stock converted into Common Stock on a one-for-3.3031 basis and had no expiration date. ( 7 )The Series C Preferred Stock converted into Common Stock on a one-for-3.3031 basis and had no expiration date. ( 8 )The Series D-1 Preferred Stock converted into Common Stock on a one-for-3.3031 basis and had no expiration date. ( 9 )The Series D-2 Preferred Stock converted into Common Stock on a one-for-3.3031 basis and had no expiration date. ( 10 )The Series E Preferred Stock converted into Common Stock on a one-for-3.3031 basis and had no expiration date. ( 11 )Prior to July 26, 2021, these warrants were exercisable by the holder at its option for shares of the Issuer's Series A-4 Preferred Stock at an exercise price of $1.00 per share any time prior to their expiration date. ( 12 )The warrant for 93,007 shares of Series A-4 Preferred Stock converted into a warrant for 307,211 shares of Common Stock upon the one-for-3.3031 reverse split.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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