Sec Form 4 Filing - Avista Acquisition GP LLC II @ OmniAb, Inc. - 2022-11-01

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 Avista Acquisition GP LLC II 2. Issuer Name and Ticker or Trading Symbol OmniAb, Inc. [ OABI] 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) 65 EAST 55TH STREET, 18TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 11/01/2022 (Street) NEW YORK, NY10022 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 stock, par value $0.0001 per share 11/01/2022 A 10,172,934( 3 ) A $ 10 15,817,934( 4 ) I See Notes( 1 )( 2 )

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 Warrants $ 11.5 11/01/2022 A 11,345,489( 5 )( 6 ) ( 5 )( 6 ) 11/01/2027 Common stock, par value $0.0001 11,345,489 ( 5 )( 6 ) 11,345,489 I See Notes( 1 )( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Avista Acquisition GP LLC II 65 EAST 55TH STREET 18TH FLOOR NEW YORK, NY10022 X X Burgstahler David F 65 EAST 55TH STREET 18TH FLOOR NEW YORK, NY10022 X X Dean Thompson 65 EAST 55TH STREET 18TH FLOOR NEW YORK, NY10022 X X Avista Acquisition LP II 65 EAST 55TH STREET 18TH FLOOR NEW YORK, NY10022 X X Signatures See Exhibit 99.1 11/03/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This form is being filed by each of the following Reporting Persons: Avista Acquisition LP II, a Cayman Islands limited partnership ("Avista Sponsor"), Avista Acquisition GP LLC II, a Cayman Islands limited liability company ("Avista GP"), which is the general partner of Avista, and Thompson Dean and David Burgstahler, who are the managers of Avista GP. Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. ( 2 )Directly owned by Avista Sponsor. ( 3 )Avista Sponsor acquired the shares of common stock of OmniAb, Inc. (f/k/a Avista Public Acquisition Corp. II) (the "Issuer") in accordance with the Agreement and Plan of Merger, dated as of March 23, 2022 (the "Merger Agreement"), by and among the Issuer, Ligand Pharmaceuticals Incorporated, OmniAb, Inc. ("Legacy OmbiAb"), and Orwell Merger Sub Inc. and the Amended and Restated Forward Purchase Agreement, dated March 23, 2022, by and among the Issuer, Avista Sponsor and Legacy OmniAb (the "A&R Forward Purchase Agreement"). ( 4 )In accordance with the letter agreement, dated March 23, 2022, among the Issuer, Avista Sponsor, Legacy OmniAb and other parties (the "Letter Agreement"), if the Triggering Event (as defined in the Letter Agreement) has not occurred during the Earnout Period (as defined in the Letter Agreement), 1,293,299 shares of common stock will be automatically forfeited to the Issuer for no consideration. ( 5 )In connection with the completion of the Issuer's August 2021 initial public offering, Avista Sponsor purchased 8,233,333 warrants in a private placement from the Issuer, each exercisable to purchase (subject, initially, to the satisfaction of certain material conditions) one Class A ordinary share, par value $0.0001 per share, of the Issuer for $11.50 per share. The material conditions to exercise were satisfied upon the closing of the transactions contemplated by the Merger Agreement (the "Closing"), and the warrants by their terms become exercisable (including by cash settlement) 30 days following the Closing. ( 6 )In connection with the A&R Forward Purchase Agreement, Avista Sponsor purchased an aggregate 3,112,156 warrants in private placements from the Issuer, each exercisable to purchase (subject, initially, to the satisfaction of certain material conditions) one share of common stock, par value $0.0001 per share, of the Issuer for $11.50 per share. The material conditions to exercise were satisfied on the Closing, and the warrants by their terms become exercisable (including by cash settlement) 30 days following the Closing.

Remarks: In accordance with the Merger Agreement, the Issuer, a then Cayman Islands exempted company, domesticated as a Delaware corporation (the "Domestication") and subsequently changed its name to "OmniAb, Inc." Pursuant to the Domestication, the 5,645,000 Class B ordinary shares of the Issuer, par value $0.0001 per share, directly owned by Avista Sponsor, converted automatically, on a one-for-one basis, into 5,645,000 shares of common stock, par value $0.0001 per share, of the Issuer. Exhibit 24.1 (Power of Attorney) and Exhibit 99.1 (Joint Filer Information and Signatures) are hereby incorporated by reference herein.

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