Sec Form 4 Filing - DCVC Bio, L.P. @ AbCellera Biologics Inc. - 2020-12-15

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

Form 4: Statement of changes in beneficial ownership, filed before the end of the 2nd business day following the day on which a transaction resulting in a change in beneficial ownership.

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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 *
DCVC Bio, L.P.
2. Issuer Name and Ticker or Trading Symbol
AbCellera Biologics Inc. [ ABCL]
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)
270 UNIVERSITY AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
12/15/2020
(Street)
PALO ALTO, CA94301
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 Shares 12/15/2020 C 29,076,350 A 29,076,350 I See footnote ( 2 ) ( 3 )
Common Shares 12/15/2020 C 29,411 A 29,105,761 I See footnote ( 2 ) ( 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 A1 Preferred Shares ( 1 ) 12/15/2020 C 2,105,264 ( 1 ) ( 1 ) Common Shares 21,052,640 $ 0 0 I See footnote ( 2 ) ( 3 )
Series A2 Preferred Shares ( 1 ) 12/15/2020 C 802,371 ( 1 ) ( 1 ) Common Shares 8,023,710 $ 0 0 I See footnote ( 2 ) ( 3 )
Convertible Note $ 17 12/15/2020 C ( 4 ) ( 4 ) Common Shares 29,411 $ 0 0 I See footnote ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DCVC Bio, L.P.
270 UNIVERSITY AVENUE
PALO ALTO, CA94301
X
Bogue Zachary
270 UNIVERSITY AVENUE
PALO ALTO, CA94301
X
DCVC Bio GP, LLC
270 UNIVERSITY AVENUE
PALO ALTO, CA94301
X
JNK Capital Management, LLC
270 UNIVERSITY AVENUE
PALO ALTO, CA94301
X
Ocko Matthew
270 UNIVERSITY AVENUE
PALO ALTO, CA94301
X
Stead Kiersten
270 UNIVERSITY AVENUE
PALO ALTO, CA94301
X
ZNM Capital Management, LLC
270 UNIVERSITY AVENUE
PALO ALTO, CA94301
X
Signatures
DCVC Bio, L.P. By: DCVC Bio GP, LLC Its: General Partner By: ZNM Capital Management, LLC Its: Managing Member By: /s/ Matthew Ocko Matthew Ocko, Managing Member 12/17/2020
** Signature of Reporting Person Date
Zachary Bogue /s/ Zachary Bogue 12/17/2020
** Signature of Reporting Person Date
DCVC Bio GP, LLC, By: ZNM Capital Management, LLC Its: Managing Member By: /s/ Matthew Ocko Matthew Ocko, Managing Member 12/17/2020
** Signature of Reporting Person Date
JNK Capital Management, LLC, By: /s/ Kiersten Stead Kiersten Stead, Managing Member 12/17/2020
** Signature of Reporting Person Date
Matthew Ocko /s/ Matthew Ocko 12/17/2020
** Signature of Reporting Person Date
Kiersten Stead /s/ Kiersten Stead 12/17/2020
** Signature of Reporting Person Date
ZNM Capital Management, LLC, By: /s/ Matthew Ocko Matthew Ocko, Managing Member 12/17/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )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 and has sole voting and dispositive power with regard to the securities held by DCVC Bio. JNK Capital Management, LLC ("JNK") and ZNM Capital Management, LLC ("ZNM") are the managing members of DCVC Bio GP and share voting and dispositive power with respect to the securities held by DCVC Bio. The managing members of JNK and ZNM are Matthew Ocko, Zachary Bogue, John Hamer and Kiersten Stead. Matthew Ocko, Zachary Bogue, John Hamer and Kiersten Stead share voting and dispositive power with respect to the securities held by DCVC Bio.
( 3 )(Continued from Footnote 2) Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of such securities and this report shall not be deemed an admission that it is the beneficial owner of such securities, except to the extent of its indirect pecuniary interest therein, if any.
( 4 )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.

Remarks:
This is one of two Form 4s filed on the date hereof in respect of these securities. The Reporting Person for the other Form 4 is John Hamer.

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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