Redmile Group, LLC - Jul 26, 2021 Form 4 Insider Report for Absci Corp (ABSI)

Role
Director
Signature
By: /s/ Jeremy Green, Managing Member of Redmile Group, LLC
Stock symbol
ABSI
Transactions as of
Jul 26, 2021
Transactions value $
$5,000,000
Form type
4
Date filed
7/28/2021, 09:01 PM
Previous filing
Jul 21, 2021
Next filing
Aug 5, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ABSI Common Stock Conversion of derivative security +4.21M 4.21M Jul 26, 2021 See Footnote F1, F3
transaction ABSI Common Stock Conversion of derivative security +1.95M +46.24% 6.16M Jul 26, 2021 See Footnote F2, F3
transaction ABSI Common Stock Purchase $30M +1.88M +30.46% $16.00* 8.03M Jul 26, 2021 See Footnote 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 ABSI Series E Convertible Preferred Stock Conversion of derivative security $0 -4.21M -100% $0.00* 0 Jul 26, 2021 Common Stock 4.21M See Footnote F1, F3
transaction ABSI Convertible Promissory Note Conversion of derivative security -$25M 0 Jul 26, 2021 Common Stock 1.95M See Footnote F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Series E convertible preferred stock automatically converted into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering based on a pre-stock split conversion price of $19.6166 per share. On July 19, 2021, the Issuer effected a one-for-3.3031 forward stock split of its common stock. The Series E convertible preferred stock has no expiration date.
F2 The convertible promissory note dated March 17, 2021 automatically converted into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering based on a conversion price equal to $13.12 per share, which was the purchase price per share (after the forward stock split noted above) paid by investors in connection with the closing of the Issuer's initial public offering, less a discount equal to 18% of such purchase price.
F3 These securities are directly owned by private investment vehicles managed by Redmile Group, LLC ("Redmile") and may be deemed beneficially owned by Redmile as investment manager of such private investment vehicles. The reported securities may also be deemed beneficially owned by Jeremy Green as the principal of Redmile. Each of Redmile and Mr. Green (collectively, the "Reporting Persons") disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that such Reporting Persons are a beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Remarks:

(1) Amrit Nagpal, a member of the board of directors of the Issuer and a managing director of Redmile, was elected to the board of the Issuer as a representative of Redmile. As a result, the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. (2) As a result of the dilutive effect of the automatic conversion of all of the Issuer's convertible preferred stock and convertible promissory notes outstanding upon the closing of the Issuer's public offering, the Reporting Persons ceased to beneficially own more than 10% of the Issuer's common stock outstanding as of July 26, 2021.