Sec Form 3 Filing - Darwin Global Management, Ltd. @ Ambrx Biopharma Inc. - 2023-01-01

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 Darwin Global Management, Ltd. 2. Issuer Name and Ticker or Trading Symbol Ambrx Biopharma Inc. [ AMAM] 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) WHITLEY CHAMBERS, DON STREET 3. Date of Earliest Transaction (MM/DD/YY) 01/01/2023 (Street) ST. HELIER, Y9JE2 4TR 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

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 American Depository Shares ("ADSs") ( 1 ) $ 0 ( 1 ) ( 1 ) Ordinary Shares 53,091,423 I See footnotes ( 2 ) ( 3 )

Director Reporting Owners Reporting Owner Name / Address Relationships 10% Owner Officer Other Darwin Global Management, Ltd. WHITLEY CHAMBERS DON STREET ST. HELIER, Y9JE2 4TR X Signatures Darwin Global Management, Ltd. By: /s/ John Legge, Director and Chief Financial Officer 03/08/2023 Signature of Reporting Person Date /s/ Abhishek Trehan 03/08/2023 Signature of Reporting Person Date Darwin Global Master Fund, Ltd. By: Darwin Global Management, Ltd, its investment manager By: /s/ John Legge, Director and Chief Financial Officer 03/08/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each ADS represents 7 ordinary shares, par value $0.0001 per share ("Ordinary Shares"). ( 2 )Securities held for the accounts of certain investment funds and accounts for which Darwin Global Management, Ltd. ("Darwin Global") acts as investment manager, including Darwin Global Master Fund, Ltd. ("Master Fund"). The sole shareholder of Darwin Global is controlled by Dr. Abhishek Trehan ("Dr. Trehan"). ( 3 )For purposes of Section 16 of the Securities Exchange Act of 1934, each of Darwin Global, Master Fund and Dr. Trehan expressly disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that any of Darwin Global, Master Fund or Dr. Trehan is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

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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