Sec Form 4 Filing - HAMER JOHN @ AbCellera Biologics Inc. - 2020-12-11

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 HAMER JOHN 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 X __ 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) 12/11/2020 (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 12/15/2020 C 29,076,350 A 29,076,350 I See footnote ( 1 ) Common Shares 12/15/2020 C 29,411 A 29,105,761 I See footnote ( 1 )

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 Convertible Note ( 3 ) 12/11/2020 A( 4 ) ( 3 ) ( 3 ) Common Shares 29,411 $ 500,000 $ 500,000 I See footnote ( 1 ) Series A1 Preferred Shares ( 2 ) 12/15/2020 C 2,105,264 ( 2 ) ( 2 ) Common Shares 21,052,640 $ 0 0 I See footnote ( 1 ) Series A2 Preferred Shares ( 2 ) 12/15/2020 C 802,371 ( 2 ) ( 2 ) Common Shares 8,023,710 $ 0 0 I See footnote ( 1 ) Convertible Note $ 17 12/15/2020 C ( 3 ) ( 3 ) Common Shares 29,411 $ 0 0 I See footnote ( 1 )

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

Explanation of Responses:

( 1 )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. JNK Capital Management, LLC ("JNK") and ZNM Capital Management, LLC ("ZNM") are the managing members of DCVC Bio GP. JNK and ZNM share voting and dispositive power with respect to the securities held by DCVC Bio. The Reporting Person is one of the managing members of JNK. The managing members of JNK and ZNM share voting and dispositive power with respect to the securities held by DCVC Bio. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of such securities and this report shall not be deemed an admission that he is the beneficial owner of such securities, except to the extent of his indirect pecuniary interest therein, if any, by virtue of his interest in DCVC Bio GP and JNK, as applicable. ( 2 )The Series A1 Preferred Shares and Series A2 Preferred Shares (collectively, the "Preferred Shares") were convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering ("IPO"). The Preferred Shares converted into Common Shares at a 1:10 ratio upon the closing of the IPO without payment of additional consideration. The Preferred Shares had no expiration date. ( 3 )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 IPO into Common Shares at a conversion price equal to $17.00 per Common Share. ( 4 )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.

Remarks: Remarks: This is one of two Form 4s filed on the date hereof in respect of these securities. The Reporting Persons for the other Form 4 are DCVC Bio, DCVC Bio GP, JNK, ZNM, Matthew Ocko, Zachary Bogue and Kiersten Stead.

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).

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