Gtcr Investment Xi Llc - Jan 22, 2023 Form 4 Insider Report for MARAVAI LIFESCIENCES HOLDINGS, INC. (MRVI)

Role: Director, 10%+ Owner
Signature: /s/ Kurt Oreshack, as General Counsel and Secretary of Maravai Life Sciences Holdings, LLC
Stock symbol: MRVI
Transactions as of: Jan 22, 2023
Transactions value $: $0
Form type: 4
Date filed: 1/24/2023, 03:15 PM
Previous filing: Jan 4, 2022
Next filing: Feb 22, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MRVI	Class B Common Stock	Disposed to Issuer	$0	-4.58M	-3.7%	$0.00	119M	Jan 22, 2023	See footnotes	F1, F2, F3

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
transaction	MRVI	Common Units	Disposed to Issuer	$0	-4.58M	-3.7%	$0.00	119M	Jan 22, 2023	Class A Common Stock	4.58M		See footnotes	F4, F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Reflects shares of the Class B common stock, par value $0.01 per share (the "Class B Common Stock"), of Maravai LifeSciences Holdings, Inc.'s (the "Issuer") forfeited by Maravai Life Sciences Holdings, LLC ("MLSH 1") for no consideration.
F2	Reflects shares of the Class B Common Stock held directly by MLSH 1. MLSH 1 is managed by a board of managers controlled by GTCR Fund XI/B LP ("GTCR Fund XI/B") and GTCR Co-Invest XI LP ("GTCR Co-Invest XI"). GTCR Partners XI/B LP ("GTCR Partners XI/B") is the general partner of GTCR Fund XI/B. GTCR Investment XI LLC ("GTCR Investment XI") is the general partner of GTCR Co-Invest XI and GTCR Partners XI/B. GTCR Investment XI is managed by a board of managers (the "GTCR Board of Managers") consisting of Mark M. Anderson, Aaron D. Cohen, Sean L. Cunningham, Benjamin J. Daverman, David A. Donmini, Constantine S. Mihas and Collin E. Roche, and no single person has voting or dispositive authority over the Class B Common Stock held directly by MLSH 1.
F3	(Continued From Footnote 2) Each of GTCR Partners XI/B, GTCR Investment XI and the GTCR Board of Managers may be deemed to share beneficial ownership of the Class B Common Stock held directly by MLSH 1, and each of the individual members of the GTCR Board of Managers disclaims beneficial ownership of the Class B Common Stock held directly by MLSH 1 except to the extent of the pecuniary interest therein.
F4	Pursuant to the Exchange Agreement dated November 19, 2020, by and among the Issuer, Maravai Topco Holdings, LLC ("Topco LLC") and MLSH 1 (the "Exchange Agreement"), units of Topco LLC (the "Common Units") (together with one share of Class B Common Stock for every Common Unit) are exchangeable for one share of the Issuer's Class A common stock, par value $0.01 per share (the "Class A Common Stock"), or for cash from a substantially concurrent public offering or private sale (based on the price of the Issuer's Class A common stock in such public offering or private sale). Common Units do not expire.
F5	Reflects Common Units which were forfeited by MLSH 1 for no consideration.
F6	Reflects Common Units owned directly by MLSH 1. Each Common Unit is exchangeable for one share of Class A Common Stock pursuant to the Exchange Agreement.

Remarks:

Each of the reporting persons is a director-by-deputization solely for purposes of Section 16 of the Securities Exchange Act of 1934.