Phoenix Venture Partners II LP - Jul 21, 2021 Form 3 Insider Report for Absci Corp (ABSI)

Role
10%+ Owner
Signature
/s/ Zachariah Jonasson, Managing Member of sole general partner on behalf of Phoenix Venture Partners II LP
Stock symbol
ABSI
Transactions as of
Jul 21, 2021
Transactions value $
$0
Form type
3
Date filed
7/21/2021, 05:35 PM
Next filing
Jul 28, 2021

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding ABSI Series A-1 Preferred Stock Jul 21, 2021 Common Stock 5.68M Direct F1, F2
holding ABSI Series A-2 Preferred Stock Jul 21, 2021 Common Stock 534K Direct F1, F3
holding ABSI Series A-3 Preferred Stock Jul 21, 2021 Common Stock 4.95M Direct F1, F4
holding ABSI Series B Preferred Stock Jul 21, 2021 Common Stock 2.59M Direct F1, F5
holding ABSI Series C Preferred Stock Jul 21, 2021 Common Stock 273K Direct F1, F6
holding ABSI Series D-1 Preferred Stock Jul 21, 2021 Common Stock 84.3K Direct F1, F7
holding ABSI Series D-2 Preferred Stock Jul 21, 2021 Common Stock 33.7K Direct F1, F8
holding ABSI Series E Preferred Stock Jul 21, 2021 Common Stock 33.7K Direct F1, F9
holding ABSI Series A-4 Preferred Stock Warrant Jul 21, 2021 Series A-4 Preferred Stock 93K $1.00 Direct F1, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These shares are held by Phoenix Venture Partners II LP and may be deemed to be indirectly beneficially owned by Phoenix General Partner II LLC, the general partner of Phoenix Venture Partners II LP. Phoenix General Partner II LLC disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
F2 These shares of the Issuer's Series A-1 Preferred Stock will automatically convert on a one-for-3.3031 basis into the number of shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock"), shown in Column 3 immediately upon the closing of the Issuer's initial public offering ("IPO") without payment of additional consideration. The Series A-1 Preferred Stock has no expiration date.
F3 These shares of the Issuer's Series A-2 Preferred Stock will automatically convert on a one-for-3.3031 basis into the number of shares of Common Stock shown in Column 3 immediately upon the closing of the IPO without payment of additional consideration. The Series A-2 Preferred Stock has no expiration date.
F4 These shares of the Issuer's Series A-3 Preferred Stock will automatically convert on a one-for-3.3031 basis into the number of shares of Common Stock shown in Column 3 immediately upon the closing of the IPO without payment of additional consideration. The Series A-3 Preferred Stock has no expiration date.
F5 These shares of the Issuer's Series B Preferred Stock will automatically convert on a one-for-3.3031 basis into the number of shares of Common Stock shown in Column 3 immediately upon the closing of the IPO without payment of additional consideration. The Series B Preferred Stock has no expiration date.
F6 These shares of the Issuer's Series C Preferred Stock will automatically convert on a one-for-3.3031 basis into the number of shares of Common Stock shown in Column 3 immediately upon the closing of the IPO without payment of additional consideration. The Series C Preferred Stock has no expiration date.
F7 These shares of the Issuer's Series D-1 Preferred Stock will automatically convert on a one-for-3.3031 basis into the number of shares of Common Stock shown in Column 3 immediately upon the closing of the IPO without payment of additional consideration. The Series D-1 Preferred Stock has no expiration date.
F8 These shares of the Issuer's Series D-2 Preferred Stock will automatically convert on a one-for-3.3031 basis into the number of shares of Common Stock shown in Column 3 immediately upon the closing of the IPO without payment of additional consideration. The Series D-2 Preferred Stock has no expiration date.
F9 These shares of the Issuer's Series E Preferred Stock will automatically convert on a one-for-3.3031 basis into the number of shares of Common Stock shown in Column 3 immediately upon the closing of the IPO without payment of additional consideration. The Series E Preferred Stock has no expiration date.
F10 Immediately upon the closing of the IPO, these warrants will be exercisable by the holder at its option for Common Stock on a one-for-3.3031 basis.