0001104659-23-075413.txt : 20230627 0001104659-23-075413.hdr.sgml : 20230627 20230627214615 ACCESSION NUMBER: 0001104659-23-075413 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230623 FILED AS OF DATE: 20230627 DATE AS OF CHANGE: 20230627 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dean Thompson CENTRAL INDEX KEY: 0001069096 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40720 FILM NUMBER: 231049046 MAIL ADDRESS: STREET 1: 65 EAST 55TH STREET, 18TH FLOOR STREET 2: C/O AVISTA CAPITAL PARTNERS CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: DEAN THOMPSON DATE OF NAME CHANGE: 19980827 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Burgstahler David F CENTRAL INDEX KEY: 0001374179 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40720 FILM NUMBER: 231049047 MAIL ADDRESS: STREET 1: C/O WARNER CHILCOTT HOLDINGS CO., LTD. STREET 2: 100 ENTERPRISE DRIVE CITY: ROCKAWAY STATE: NJ ZIP: 07866 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tamaroff Joshua Alexander CENTRAL INDEX KEY: 0001705548 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40720 FILM NUMBER: 231049045 MAIL ADDRESS: STREET 1: C/O AVISTA CAPITAL PARTNERS STREET 2: 65 EAST 55TH STREET, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Avista Capital Managing Member V, LLC CENTRAL INDEX KEY: 0001957307 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40720 FILM NUMBER: 231049051 BUSINESS ADDRESS: STREET 1: 65 E. 55TH STREET, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-593-6900 MAIL ADDRESS: STREET 1: 65 E. 55TH STREET, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Avista Capital Partners (Offshore) V, L.P. CENTRAL INDEX KEY: 0001774143 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40720 FILM NUMBER: 231049048 BUSINESS ADDRESS: STREET 1: 65 E. 55TH STREET, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-593-6900 MAIL ADDRESS: STREET 1: 65 E. 55TH STREET, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Avista Capital Partners V, L.P. CENTRAL INDEX KEY: 0001774142 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40720 FILM NUMBER: 231049049 BUSINESS ADDRESS: STREET 1: 65 E. 55TH STREET, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-593-6900 MAIL ADDRESS: STREET 1: 65 E. 55TH STREET, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Avista Capital Partners V GP, L.P. CENTRAL INDEX KEY: 0001957305 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40720 FILM NUMBER: 231049050 BUSINESS ADDRESS: STREET 1: 65 E. 55TH STREET, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-593-6900 MAIL ADDRESS: STREET 1: 65 E. 55TH STREET, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: OmniAb, Inc. CENTRAL INDEX KEY: 0001846253 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5980 HORTON STREET STREET 2: SUITE 600 CITY: EMERYVILLE STATE: CA ZIP: 94608 BUSINESS PHONE: 510-250-7800 MAIL ADDRESS: STREET 1: 5980 HORTON STREET STREET 2: SUITE 600 CITY: EMERYVILLE STATE: CA ZIP: 94608 FORMER COMPANY: FORMER CONFORMED NAME: Avista Public Acquisition Corp. II DATE OF NAME CHANGE: 20210212 4 1 tm2319845-1_4seq1.xml OWNERSHIP DOCUMENT X0407 4 2023-06-23 0 0001846253 OmniAb, Inc. OABI 0001957307 Avista Capital Managing Member V, LLC 65 EAST 55TH STREET 18TH FLOOR NEW YORK NY 10022 1 0 1 0 0001957305 Avista Capital Partners V GP, L.P. 65 EAST 55TH STREET 18TH FLOOR NEW YORK NY 10022 1 0 1 0 0001774142 Avista Capital Partners V, L.P. 65 EAST 55TH STREET 18TH FLOOR NEW YORK NY 10022 1 0 1 0 0001774143 Avista Capital Partners (Offshore) V, L.P. 65 EAST 55TH STREET 18TH FLOOR NEW YORK NY 10022 1 0 1 0 0001374179 Burgstahler David F 65 EAST 55TH STREET 18TH FLOOR NEW YORK NY 10022 1 0 1 0 0001069096 Dean Thompson 65 EAST 55TH STREET 18TH FLOOR NEW YORK NY 10022 1 0 1 0 0001705548 Tamaroff Joshua Alexander 65 EAST 55TH STREET 18TH FLOOR NEW YORK NY 10022 1 0 1 0 0 Common stock, par value $0.0001 per share 0 I See Notes Common stock, par value $0.0001 per share 15817934 I See Notes Restricted Stock Units Common stock, par value $0.0001 53308 53308 I See Notes Restricted Stock Units 2023-06-23 4 A 0 20000 0 A Common stock, par value $0.0001 20000 20000 I See Notes Stock Options 4.81 2023-06-23 4 A 0 40000 0 A 2033-06-23 Common stock, par value $0.0001 40000 40000 I See Notes Stock Options 3.35 2032-12-01 Common stock, par value $0.0001 200000 200000 I See Notes Warrants 11.5 2027-11-01 Common stock, par value $0.0001 11345489 11345489 I See Notes This form is being filed by each of the following Reporting Persons: (i) Avista Capital Partners V, L.P., a Delaware limited partnership ("ACP V Onshore"), (ii) Avista Capital Partners (Offshore) V, L.P., a Bermuda limited partnership ("ACP V Offshore"), (iii) Avista Capital Partners V GP, L.P., a Delaware limited partnership ("ACP V GP"), which is the general partner of ACP V Onshore and ACP V Offshore, (iv) Avista Capital Managing Member V, LLC, a Delaware limited liability company ("Avista Managing Member"), which is the general partner of ACP V GP, (v) each of Thompson Dean and David Burgstahler, who are the managers of Avista Managing Member (together with ACP V GP and Avista Managing Member, the "Avista Affiliates"), and (vi) Joshua Tamaroff, who is a director of OmniAb, Inc. (f/k/a Avista Public Acquisition Corp. II) (the "Issuer"). ACP V Onshore directly holds 7,283,484 shares of common stock and 5,224,114 warrants. ACP V Offshore directly holds 8,534,450 shares of common stock and 6,121,375 warrants. Each of the Avista Affiliates may be deemed to beneficially own the securities reported on this line item to the extent of their respective pecuniary interests. Each of the Avista Affiliates disclaims beneficial ownership of the securities reported on this line item, except to the extent of their pecuniary interest therein, if any. The Issuer previously reported certain awards of restricted stock units ("RSUs") in Table I of Form 4, but has elected to report the RSUs in Table II going forward. As a result, the total reported in Column 5 of Table I has been updated to subtract 53,308 RSUs outstanding on June 23, 2023. Represents RSUs previously reported in Table I. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock. Vesting occurs in three equal annual installments, beginning November 1, 2023. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock. The RSUs shall vest in full on the earlier of (i) the date of the next annual meeting of the Company's stockholders following the grant date and (ii) the first anniversary of the grant date. Represents stock options granted to Mr. Tamaroff in his capacity as a director of the Issuer, which stock options vest and become exercisable in full on the earlier of (i) the date of the next annual meeting of the Company's stockholders following the grant date and (ii) the first anniversary of the grant date. In accordance with the letter agreement, dated March 23, 2022, by and among the Issuer, Avista Acquisition LP II, a Cayman Islands limited partnership ("Avista Sponsor"), and other parties (the "Letter Agreement"), if the Triggering Event (as defined in the Letter Agreement) has not occurred during the Earnout Period (as defined in the Letter Agreement), 1,293,299 shares of common stock will be automatically forfeited to the Issuer for no consideration. As a result of the liquidation and distribution of all of the assets of the Avista Sponsor to its limited partners, ACP V Onshore and ACP V Offshore (the "Avista Sponsor Liquidating Distribution"), and pursuant to a Joinder to the Letter Agreement entered into on December 9, 2022 between ACP V Onshore, ACP V Offshore, Avista Sponsor and the Issuer, ACP V Onshore directly holds 595,508 of the shares of common stock subject to forfeiture pursuant to the terms of the Letter Agreement, and ACP V Offshore holds 697,791 of the shares of common stock subject to forfeiture pursuant to the terms of the Letter Agreement. Additionally, in connection with the Avista Sponsor Liquidating Distribution, each of ACP V Onshore and ACP V Offshore provided to the Issuer an agreement stating that they will each be bound by the transfer restrictions included in the Amended and Restated Registration and Stockholder Rights Agreement, dated as of November 1, 2022, among the Issuer, the Sponsor and the other signatories thereto (the "A&R RSRA") for the duration of the Founder Shares Lock Up Period (as defined in the A&R RSRA). Represents restricted stock units ("RSUs") granted to Mr. Tamaroff in his capacity as a director of the Issuer, which RSUs vest as to the shares underlying the award in three substantially similar annual installments beginning on November 1, 2023, subject to Mr. Tamaroff's continuing service as a director of the Issuer through the applicable vesting date; provided, that the RSUs shall vest in full (i) in the event of a Change of Control (as defined in the Issuer's 2022 Incentive Award Plan), to the extent Mr. Tamaroff is serving as a director at the time of such transaction, or (ii) in the event that Mr. Tamaroff ceases to serve as a director by reason of death or Permanent Disability (as defined in the Issuer's 2022 Incentive Award Plan). Mr. Tamaroff is a partner at an affiliate of the Avista Affiliates and has assigned all rights, title and interest in any securities of the Issuer to an affiliate of the Avista Affiliates controlled by Mr. Dean and Mr. Burgstahler. The Avista Affiliates, ACP V Onshore and ACP V Offshore are each "directors by deputization" for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended. Each of the Avista Affiliates and Mr. Tamaroff may be deemed to beneficially own the securities reported on this line item to the extent of their respective pecuniary interests. Each of the Avista Affiliates, ACP V Onshore and ACP V Offshore and Mr. Tamaroff disclaims beneficial ownership of the securities issued to Mr. Tamaroff, except to the extent of their pecuniary interest therein, if any. In connection with the completion of the Issuer's August 2021 initial public offering, Avista Sponsor purchased 8,233,333 warrants in a private placement from the Issuer, each exercisable to purchase (subject, initially, to the satisfaction of certain material conditions) one share of common stock for $11.50 per share. The material conditions to exercise were satisfied upon the closing of the transactions contemplated by the Agreement and Plan of Merger, dated March 23, 2022, by and among the Issuer, Avista Sponsor and other parties (the "Closing"), and the warrants by their terms became exercisable (including by cash settlement) on December 1, 2022. In connection with the Amended and Restated Forward Purchase Agreement, dated March 23, 2022, by and among the Issuer, Avista Sponsor and other parties (the "A&R Forward Purchase Agreement"), Avista Sponsor purchased an aggregate 3,112,156 warrants in private placements from the Issuer, each exercisable to purchase (subject, initially, to the satisfaction of certain material conditions) one share of common stock for $11.50 per share. The material conditions to exercise were satisfied on the Closing, and the warrants by their terms became exercisable (including by cash settlement) December 31, 2022. Represents stock options granted to Mr. Tamaroff in his capacity as a director of the Issuer, which stock options vest in three substantially similar annual installments beginning on November 1, 2023. The Form 4s filed by the Reporting Persons on December 5, 2022 and December 13, 2022 incorrectly reported that 161,849 stock options and 161,849 shares of common stock underlying such stock options were issued to Mr. Tamaroff. Exhibit 99.1 (Joint Filer Information and Signatures) is hereby incorporated by reference herein. See Exhibit 99.1 2023-06-27 EX-99.1 2 tm2319845d1_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

Joint Filer Information

Name of Joint Filer:	Avista Capital Managing Member V, LLC
Address of Joint Filer:	65 East 55th Street, 18th Floor
	New York, NY 10022
Relationship of Joint Filer to Issuer:	10% Owner, Director
Issuer Name and Ticker or Trading Symbol:	OmniAb,Inc. [OABI]
Date of Earliest Transaction Required to be Reported (Month/Day/Year):	June 23, 2023
Designated Filer:	Avista Capital Managing Member V, LLC

Signature:

Avista CAPITAL MANAGING MEMBER V, LLC

/s/ Benjamin Silbert
Name:	Benjamin Silbert
Title:	Attorney-in-fact

Dated: June 27, 2023

Joint Filer Information

(continued)

Name of Joint Filer:	Avista Capital Partners V GP, L.P.
Address of Joint Filer:	65 East 55th Street, 18th Floor
	New York, NY 10022
Relationship of Joint Filer to Issuer:	10% Owner, Director
Issuer Name and Ticker or Trading Symbol:	OmniAb,Inc. [OABI]
Date of Earliest Transaction Required to be Reported (Month/Day/Year):	June 23, 2023
Designated Filer:	Avista Capital Managing Member V, LLC

Signature:

Avista CAPITAL PARTNERS V GP, L.P.

/s/ Benjamin Silbert
Name:	Benjamin Silbert
Title:	Attorney-in-fact

Dated: June 27, 2023

Joint Filer Information

(continued)

Name of Joint Filer:	Avista Capital Partners V, L.P.
Address of Joint Filer:	65 East 55th Street, 18th Floor
	New York, NY 10022
Relationship of Joint Filer to Issuer:	10% Owner, Director
Issuer Name and Ticker or Trading Symbol:	OmniAb,Inc. [OABI]
Date of Earliest Transaction Required to be Reported (Month/Day/Year):	June 23, 2023
Designated Filer:	Avista Capital Managing Member V, LLC

Signature:

Avista CAPITAL PARTNERS V, L.P.

/s/ Benjamin Silbert
Name:	Benjamin Silbert
Title:	Attorney-in-fact

Dated: June 27, 2023

Joint Filer Information.

(continued)

Name of Joint Filer:	Avista Capital Partners (Offshore) V, L.P.
Address of Joint Filer:	65 East 55th Street, 18th Floor
	New York, NY 10022
Relationship of Joint Filer to Issuer:	10% Owner, Director
Issuer Name and Ticker or Trading Symbol:	OmniAb,Inc. [OABI]
Date of Earliest Transaction Required to be Reported (Month/Day/Year):	June 23, 2023
Designated Filer:	Avista Capital Managing Member V, LLC

Signature:

Avista CAPITAL PARTNERS (OFFSHORE) V, l.P.

/s/ Benjamin Silbert
Name:	Benjamin Silbert
Title:	Attorney-in-fact

Dated: June 27, 2023

Joint Filer Information

Name of Joint Filer:	Thompson Dean
Address of Joint Filer:	65 East 55th Street, 18th Floor
	New York, NY 10022
Relationship of Joint Filer to Issuer:	10% Owner, Director
Issuer Name and Ticker or Trading Symbol:	OmniAb,Inc. [OABI]
Date of Earliest Transaction Required to be Reported (Month/Day/Year):	June 23, 2023
Designated Filer:	Avista Capital Managing Member V, LLC

Signature:

By:	/s/ Benjamin Silbert
	Name: Benjamin Silbert, Attorney-in-Fact for Thompson Dean

Dated: June 27, 2023

Joint Filer Information

(continued)

Name of Joint Filer:	David Burgstahler
Address of Joint Filer:	65 East 55th Street, 18th Floor
	New York, NY 10022
Relationship of Joint Filer to Issuer:	10% Owner, Director
Issuer Name and Ticker or Trading Symbol:	OmniAb,Inc. [OABI]
Date of Earliest Transaction Required to be Reported (Month/Day/Year):	June 23, 2023
Designated Filer:	Avista Capital Managing Member V, LLC

Signature:

By:	/s/ Benjamin Silbert
	Name: Benjamin Silbert, Attorney-in-Fact for David Burgstahler

Dated: June 27, 2023

Joint Filer Information

(continued)

Name of Joint Filer:	Joshua Tamaroff
Address of Joint Filer:	65 East 55th Street, 18th Floor
	New York, NY 10022
Relationship of Joint Filer to Issuer:	10% Owner, Director
Issuer Name and Ticker or Trading Symbol:	OmniAb,Inc. [OABI]
Date of Earliest Transaction Required to be Reported (Month/Day/Year):	June 23, 2023
Designated Filer:	Avista Capital Managing Member V, LLC

Signature:

By:	/s/ Benjamin Silbert
	Name: Benjamin Silbert, Attorney-in-Fact for Joshua Tamaroff

Dated: June 27, 2023