Sean McClain - Mar 19, 2024 Form 4 Insider Report for Absci Corp (ABSI)

Signature
/s/ Todd Bedrick, attorney-in-fact
Stock symbol
ABSI
Transactions as of
Mar 19, 2024
Transactions value $
$0
Form type
4
Date filed
3/21/2024, 07:04 PM
Previous filing
Feb 5, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ABSI Common Stock Award $0 +1.5M +22.3% $0.00 8.23M Mar 19, 2024 Direct F1, F2
holding ABSI Common Stock 2.27M Mar 19, 2024 See footnote F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The shares reported in this transaction represent performance-based Restricted Stock Units ("RSUs") issued under the Absci Corporation 2021 Stock Option and Incentive Plan. Each performance-based RSU represents the contingent right to receive one share of the Issuer's Common Stock. The performance-based RSUs underlying this grant shall vest as follows: (i) 150,000 shall vest upon the achievement of a closing stock price for the Common Stock (as reported on the Nasdaq Global Select Market or such other exchange on which the Common Stock may then be listed for trading, the "Closing Price") equal to or exceeding $10.00 per share; (ii) 200,000 shall vest upon the achievement of a Closing Price for the Common Stock equal to or exceeding $12.00 per share; (iii) 225,000 shall vest upon the achievement of a Closing Price for the Common Stock equal to or exceeding $14.00 per share; (iv) 250,000 shall vest upon the achievement of a Closing Price for the Common Stock (continued on footnote 2)
F2 (Continued from footnote 1) equal to or exceeding $16.00 per share; (v) 300,000 shall vest upon the achievement of a Closing Price for the Common Stock equal to or exceeding $18.00 per share; and (vi) 375,000 shall vest upon the achievement of a Closing Price for the Common Stock equal to or exceeding $20.00 per share, in each case, subject to the Reporting Person's continued service through the applicable vesting date. For purposes of the foregoing, in the event that a Closing Price specified in clauses (ii) through (vi) above is achieved on a particular date (the "Achievement Date") without the prior achievement of one or more of the lower Closing Prices specified in clauses (i) through (v) above, all such lower Closing Prices shall be deemed achieved as of the Achievement Date. To the extent that any performance-based RSUs do not become vested by the third anniversary of the grant date, any such unvested performance RSUs shall terminate and be immediately forfeited.
F3 These shares are held by Brittany McClain and are subject to a voting agreement and proxy pursuant to which the Reporting Person is entitled to vote such shares on all matters presented to the Issuer's stockholders for approval. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any.