Sec Form 4 Filing - FOEHR MATTHEW W @ OmniAb, Inc. - 2022-11-01

Insider filing report for Changes 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
FOEHR MATTHEW W
2. Issuer Name and Ticker or Trading Symbol
OmniAb, Inc. [ OABI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President & CEO
(Last) (First) (Middle)
C/O OMNIAB, INC., 5980 HORTON STREET, SUITE 600
3. Date of Earliest Transaction (MM/DD/YY)
11/01/2022
(Street)
EMERYVILLE, CA94608
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 Stock 11/01/2022 A( 1 ) 1,305,350( 2 )( 3 ) A 1,305,350 D
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
Stock Option $ 8.54 11/01/2022 A( 1 ) 270,595 ( 4 ) 02/12/2024 Common Stock 270,595 ( 1 ) 270,595 D
Stock Option $ 6.46 11/01/2022 A( 1 ) 172,768 ( 4 ) 02/10/2025 Common Stock 172,768 ( 1 ) 172,768 D
Stock Option $ 9.84 11/01/2022 A( 1 ) 111,038 ( 4 ) 02/11/2026 Common Stock 111,038 ( 1 ) 111,038 D
Stock Option $ 11.52 11/01/2022 A( 1 ) 104,231 ( 4 ) 02/24/2027 Common Stock 104,231 ( 1 ) 104,231 D
Stock Option $ 18.24 11/01/2022 A( 1 ) 86,790 ( 4 ) 03/02/2028 Common Stock 86,790 ( 1 ) 86,790 D
Stock Option $ 13.54 11/01/2022 A( 1 ) 146,325 ( 5 ) 02/11/2029 Common Stock 146,325 ( 1 ) 146,325 D
Stock Option $ 10.98 11/01/2022 A( 1 ) 142,168 ( 6 ) 02/13/2030 Common Stock 142,168 ( 1 ) 142,168 D
Stock Option $ 20.36 11/01/2022 A( 1 ) 56,233 ( 7 ) 02/03/2031 Common Stock 56,233 ( 1 ) 56,233 D
Stock Option $ 10.41 11/01/2022 A( 1 ) 298,311 ( 8 ) 05/05/2032 Common Stock 298,311 ( 1 ) 298,311 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FOEHR MATTHEW W
C/O OMNIAB, INC.
5980 HORTON STREET, SUITE 600
EMERYVILLE, CA94608
X President & CEO
Signatures
/s/ Charles S. Berkman, Attorney-in-Fact 11/03/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the business combination of Avista Public Acquisition Corp. II and OmniAb, Inc. ("Legacy OmniAb"), as contemplated by an agreement and plan of merger, dated March 23, 2022 (the "Merger Agreement"), each share of common stock, option and award of restricted stock unit of Legacy OmniAb automatically converted into the right to receive securities of the Issuer with the same terms and conditions in accordance with an exchange ratio described in the Merger Agreement.
( 2 )Includes 176,076 restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock and does not expire.
( 3 )Includes 264,760 earn-out shares subject to forfeiture provisions described in the Merger Agreement.
( 4 )The stock option is fully vested and exercisable.
( 5 )The stock option vests and is exercisable as to 12.5% of the underlying shares on August 11, 2019, and in 42 substantially equal monthly installments thereafter.
( 6 )The stock option vests and is exercisable as to 12.5% of the underlying shares on August 13, 2020, and in 42 substantially equal monthly installments thereafter.
( 7 )The stock option vests and is exercisable as to 12.5% of the underlying shares on August 3, 2021, and in 42 substantially equal monthly installments thereafter.
( 8 )The stock option vests and is exercisable as to 12.5% of the underlying shares on August 5, 2022, and in 42 substantially equal monthly installments thereafter.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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