Sec Form 4 Filing - THIEL PETER @ 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person THIEL PETER 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 12/15/2020 C 3,811,260 A 4,702,780 I See footnote ( 1 ) Common Shares 12/15/2020 C 2,477,100 A 7,179,880 I See footnote ( 1 ) Common Shares 12/15/2020 P 3,000,000 A $ 20 10,179,880 I See footnote ( 1 ) Common Shares 12/15/2020 C 3,343,240 A 3,343,240 I See footnote ( 3 ) Common Shares 12/15/2020 C 401,050 A 401,050 I See footnote ( 4 ) Common Shares 12/15/2020 C 29,240 A 29,240 I See footnote ( 5 ) Common Shares 12/15/2020 C 382,357 A 382,357 I See footnote ( 8 ) Common Shares 12/15/2020 C 24,660 A 24,660 I See footnote ( 10 )

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 ( 6 ) 12/11/2020 A( 11 ) ( 6 ) ( 6 ) Common Shares 2,477,100 $ 30,430,000 $ 30,430,000 I See footnote ( 1 ) Convertible Note ( 7 ) 12/11/2020 A( 11 ) ( 7 ) ( 7 ) Common Shares 382,357 $ 4,697,050 $ 4,697,050 I See footnote ( 8 ) Convertible Note ( 9 ) 12/11/2020 A( 11 ) ( 9 ) ( 9 ) Common Shares 24,660 $ 302,950 $ 302,950 I See footnote ( 10 ) Series A2 Preferred Shares ( 2 ) 12/15/2020 C 381,126 ( 2 ) ( 2 ) Common Shares 3,811,260 $ 0 0 I See footnote ( 1 ) Series A2 Preferred Shares ( 2 ) 12/15/2020 C 334,324 ( 2 ) ( 2 ) Common Shares 3,343,240 $ 0 0 I See footnote ( 3 ) Series A2 Preferred Shares ( 2 ) 12/15/2020 C 40,105 ( 2 ) ( 2 ) Common Shares 401,050 $ 0 0 I See footnote ( 4 ) Series A2 Preferred Shares ( 2 ) 12/15/2020 C 2,924 ( 2 ) ( 2 ) Common Shares 29,240 $ 0 0 I See footnote ( 5 ) Convertible Note ( 6 ) 12/15/2020 C ( 6 ) ( 6 ) Common Shares 2,477,100 $ 0 0 I See footnote ( 1 ) Convertible Note ( 7 ) 12/15/2020 C ( 7 ) ( 7 ) Common Shares 382,357 $ 0 0 I See footnote ( 8 ) Convertible Note ( 9 ) 12/15/2020 C ( 9 ) ( 9 ) Common Shares 24,660 $ 0 0 I See footnote ( 10 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other THIEL PETER 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 of record by ABE Investments LLC. The Reporting Person is the beneficial owner of ABE Investments LLC and has sole voting and investment power over the securities held by ABE Investments LLC. ( 2 )The 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 )These shares are held of record by The Founders Fund VII, LP ("FF-VII"). The Reporting Person is one of the managing members of The Founders Fund VII Management, LLC ("FFVIIM"), which is the general partner of FF-VII. The Reporting Person may be deemed to have beneficial ownership over the securities held by FF-VII. The Reporting Person disclaims beneficial ownership over the shares held by FF-VII except to the extent of his pecuniary interest therein. ( 4 )These shares are held of record by The Founders Fund VII Principals Fund, LP ("FF-VIIP"). The Reporting Person is one of the managing members of FFVIIM, which is the general partner of FF-VIIP. The Reporting Person may be deemed to have beneficial ownership over the securities held by FF-VIIP. The Reporting Person disclaims beneficial ownership over the shares held by FF-VIIP except to the extent of his pecuniary interest therein. ( 5 )These shares are held of record by The Founders Fund VII Entrepreneurs Fund, LP ("FF-VIIE"). The Reporting Person is one of the managing members of FFVIIM, which is the general partner of FF-VIIE. The Reporting Person may be deemed to have beneficial ownership over the securities held by FF-VIIE. The Reporting Person disclaims beneficial ownership over the shares held by FF-VIIE except to the extent of his pecuniary interest therein. ( 6 )The convertible promissory note had a maturity date of October 30, 2025 and the principal amount of the convertible promissory note converted upon the closing of the IPO into Common Shares at a conversion price equal to $17.00 per Common Share plus 687,100 Common Shares. ( 7 )The convertible promissory note had a maturity date of October 30, 2025 and the principal amount of the convertible promissory note converted upon the closing of the IPO into Common Shares at a conversion price equal to $17.00 per Common Share plus 106,060 Common Shares. ( 8 )These shares are held of record by The Founders Fund Growth, LP ("FFG"). The Reporting Person is one of the managing members of The Founders Fund Growth Management, LLC ("FFGM"), which is the general partner of FFG. The Reporting Person may be deemed to have beneficial ownership over the securities held by FFG. The Reporting Person disclaims beneficial ownership over the shares held by FFG except to the extent of his pecuniary interest therein. ( 9 )The convertible promissory note had a maturity date of October 30, 2025 and the principal amount of the convertible promissory note converted upon the closing of the IPO into Common Shares at a conversion price equal $17.00 per Common Share plus 6,840 Common Shares. ( 10 )These shares are held of record by The Founders Fund Growth Principals Fund, LP ("FFGP"). The Reporting Person is one of the managing members of FFGM, which is the general partner of FFGP. The Reporting Person may be deemed to have beneficial ownership over the securities held by FFGP. The Reporting Person disclaims beneficial ownership over the shares held by FFGP except to the extent of his pecuniary interest therein. ( 11 )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).

** 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.