Sec Form 4 Filing - FOEHR MATTHEW W @ OmniAb Operations, 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 Operations, Inc. [ NONE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CLO & Secretary
(Last) (First) (Middle)
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 26,193( 1 ) A $ 0 212,362( 2 )( 3 ) D
Common Stock 11/01/2022 D( 4 ) 212,362 D 0 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 $ 50.96 11/01/2022 A 60,878 ( 5 ) 05/05/2032 Common Stock 60,878 $ 0 60,878 D
Stock Option $ 50.96 11/01/2022 D( 4 ) 60,878 ( 5 ) 05/05/2032 Common Stock 60,878 ( 4 ) 0 D
Stock Option $ 41.82 11/01/2022 D( 4 ) 55,222( 3 ) ( 6 ) 02/12/2024 Common Stock 55,222 ( 4 ) 0 D
Stock Option $ 31.62 11/01/2022 D( 4 ) 35,258( 3 ) ( 6 ) 02/10/2025 Common Stock 35,258 ( 4 ) 0 D
Stock Option $ 48.21 11/01/2022 D( 4 ) 22,660( 3 ) ( 6 ) 02/11/2026 Common Stock 22,660 ( 4 ) 0 D
Stock Option $ 56.41 11/01/2022 D( 4 ) 21,271( 3 ) ( 6 ) 02/24/2027 Common Stock 21,271 ( 4 ) 0 D
Stock Option $ 89.36 11/01/2022 D( 4 ) 17,711( 3 ) ( 6 ) 03/02/2028 Common Stock 17,711 ( 4 ) 0 D
Stock Option $ 66.3 11/01/2022 D( 4 ) 29,861( 3 ) ( 7 ) 02/11/2029 Common Stock 29,861 ( 4 ) 0 D
Stock Option $ 53.77 11/01/2022 D( 4 ) 29,012( 3 ) ( 8 ) 02/13/2030 Common Stock 29,012 ( 4 ) 0 D
Stock Option $ 99.75 11/01/2022 D( 4 ) 11,475( 3 ) ( 9 ) 02/03/2031 Common Stock 11,475 ( 4 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FOEHR MATTHEW W
5980 HORTON STREET, SUITE 600
EMERYVILLE, CA94608
X CLO & Secretary
Signatures
/s/ Charles S. Berkman, Attorney-in-Fact 11/03/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 16,258 restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock and does not expire.
( 2 )Includes 166,493 shares of the Issuer's Common Stock received by the Reporting Person in connection with a pro-rata distribution in-kind from Ligand Pharmaceuticals Incorporated, which was exempt from reporting pursuant to Rule 16a-9.
( 3 )Includes securities that were amended pursuant to an anti-dilution provision in connection with the separation of the Issuer from Ligand Pharmacueticals Incorporated on November 1, 2022.
( 4 )Pursuant to the business combination of Avista Public Acquisition Corp. II (after consummation of the transaction contemplated here, "New OmniAb") and the Issuer, 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 the Issuer will automatically convert into the right to receive securities of New OmniAb with the same terms and conditions in accordance with exchange ratios described in the Merger Agreement.
( 5 )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.
( 6 )The stock option is fully vested and exercisable.
( 7 )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.
( 8 )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.
( 9 )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.

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