SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Hayden Michael R

(Last)

(First)

(Middle)

C/O ABCELLERA BIOLOGICS INC.

2215 YUKON STREET

(Street)

VANCOUVER

V5Y 0A1

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/11/2020

3. Issuer Name and Ticker or Trading Symbol
AbCellera Biologics Inc. [ ABCL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	985,750	I	See Footnote⁽¹⁾
Common Shares	44,580	I	By spouse

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽²⁾	09/11/2029	Common Shares	540,000	$0.33⁽³⁾	I	See footnote⁽¹⁾
Stock Option (right to buy)	⁽⁴⁾	11/18/2030	Common Shares	100,000	$2.76⁽⁵⁾	D
Convertible Note	⁽⁶⁾	⁽⁶⁾	Common Shares	117,647	$17	I	See footnote⁽¹⁾

Explanation of Responses:

1. These securities are held by Genworks 2 Consulting, Inc. ("Genworks 2"). The Reporting Person's spouse has sole voting and investment power with respect to the shares held by Genworks 2. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his indirect pecuniary interest, if any, therein.

2. 50% of the shares subject to such option vest and become exercisable on September 11, 2021 and 50% of the shares subject to such option vest and become exercisable on September 11, 2022, subject to the Reporting Person's continuous service to the Issuer on each such date.

3. The exercise price reported above was converted from the Canadian exercise price of CAD $0.43 using an exchange rate of CAD $1.27840 = US $1.00.

4. 100% of the shares subject to such option vest and become exercisable on the date of the 2021 annual general meeting of the Issuer, subject to the Reporting Person's continuous service to the Issuer on such date.

5. The exercise price reported above was converted from the Canadian exercise price of CAD $3.52 using an exchange rate of CAD $1.27840 = US $1.00.

6. The convertible promissory note ("Convertible Note") has a maturity date of October 30, 2025 and the principal amount of the Convertible Note will convert upon the closing of the IPO into Common Shares at a conversion price equal to $17.00 per Common Share.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Tryn Stimart, attorney-in-fact	12/11/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.