Gtcr Investment Xi Llc - May 28, 2024 Form 4 Insider Report for MARAVAI LIFESCIENCES HOLDINGS, INC. (MRVI)

Signature
/s/ Kevin Herde, as chief financial officer of Maravai Life Sciences Holdings, LLC
Stock symbol
MRVI
Transactions as of
May 28, 2024
Transactions value $
-$97,570,660
Form type
4
Date filed
5/30/2024, 05:39 PM
Previous filing
Mar 6, 2024
Next filing
Sep 9, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MRVI Class B common stock Disposed to Issuer -8.41M -7.06% 111M May 28, 2024 See footnotes F1, F2, F3, F4, F7, F8
transaction MRVI Class A common stock Conversion of derivative security +8.41M +38.79% 30.1M May 28, 2024 See footnotes F1, F7, F8
transaction MRVI Class A common stock Sale -$97.6M -9.94M -33.04% $9.82 20.2M May 28, 2024 See footnotes F5, F6, F7, F8

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 Conversion of derivative security -8.41M -7.06% 111M May 28, 2024 Class A common stock 8.41M See footnotes F1, F4, F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to the Exchange Agreement, dated as of November 19, 2020, by and among Maravai LifeSciences Holdings, Inc. (the "Issuer"), Maravai Topco Holdings, LLC ("Topco LLC") and Maravai Life Sciences Holdings, LLC ("MLSH 1") (the "Exchange Agreement"), the units in Topco LLC (the "Common Units") (together with an equal number of shares of Class B common stock, par value $0.01 per share, of the Issuer (the "Class B common stock")) are exchangeable for shares of Class A common stock, par value $0.01 per share, of the Issuer (the "Class A common stock") on a one-for-one basis. The Common Units do not expire.
F2 Represents 110,684,080 shares of Class B common stock held directly by MLSH 1.
F3 Shares of Class B common stock confer no economic rights on the holders thereof. Except as provided in the Issuer's Amended and Restated Certificate of Incorporation or as otherwise required by applicable law, holders of Class B common stock will be entitled to one vote per share on all matters to be voted on by holders of the Issuer's Class A common stock. Upon exchange of Common Units that are held by MLSH 1 and reported in Table II hereof, an equal number of shares of Class B common stock will be delivered to the Issuer and cancelled for no consideration.
F4 Represents Class B common stock and Common Units held directly by MLSH 1 after giving effect to the exchange of 8,409,946 Common Units (and cancellation of an equal number of shares of Class B common stock) for 8,409,946 shares of Class A common stock.
F5 Represents (i) 8,409,946 shares of Class A common stock sold by MLSH 1 and (ii) 1,531,028 shares of Class A common stock sold by Maravai Life Sciences Holdings 2, LLC ("MLSH 2").
F6 Represents 20,150,005 shares of Class A common stock held directly by MLSH 2.
F7 MLSH 1 and MLSH 2 are each managed by a board of managers. GTCR Fund XI/C LP ("GTCR Fund XI/C") controls the board of managers of MLSH 2. GTCR Fund XI/B LP ("GTCR Fund XI/B") and GTCR Co-Invest XI LP ("GTCR Co-Invest XI") control the board of managers of MLSH 1. GTCR Partners XI/A&C LP ("GTCR Partners XI/A&C") is the general partner of GTCR Fund XI/C. 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 each of GTCR Co-Invest XI, GTCR Partners XI/A&C 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, David A. Donnini, Constantine S. Mihas and Collin E. Roche, and no single person has voting or dispositive authority over the Class A common stock or Class B common stock held of record by MLSH 1 and MLSH 2.
F8 Each of GTCR Partners XI/A&C, GTCR Investment XI and the GTCR Board of Managers may be deemed to share beneficial ownership of the shares of Class A common stock held of record by MLSH 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 shares of Class B common stock held of record by MLSH 1 and each of the individual members of the GTCR Board of Managers disclaims beneficial ownership of the shares held of record by MLSH 1 and MLSH 2 except to the extent of his pecuniary interest therein.

Remarks:

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