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Form 4 OmniAb, Inc. For: Dec 01 Filed by: Dean Thompson

December 5, 2022 9:39 PM EST

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FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Avista Acquisition GP LLC II

(Last) (First) (Middle)
65 EAST 55TH STREET
18TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
OmniAb, Inc. [ OABI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/01/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common stock, par value $0.0001 per share               15,817,934 (4) I See Notes (1) (2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $ 3.35 12/01/2022   A   161,849 (3)     (3) 12/01/2032 Common Stock 161,849 $ 0 161,849 I See Notes (1) (3)
Warrants $ 11.5               (5) (6) 11/01/2027 Common Stock 11,345,489   11,345,489 I See Notes (1) (2)
Explanation of Responses:
1. This form is being filed by each of the following Reporting Persons: Avista Acquisition LP II, a Cayman Islands limited partnership ("Avista Sponsor"), Avista Acquisition GP LLC II, a Cayman Islands limited liability company ("Avista GP"), which is the general partner of Avista Sponsor, and Thompson Dean and David Burgstahler, who are the managers of Avista GP (together with Avista Sponsor and Avista GP, the "Avista Affiliates"), and Joshua Tamaroff, who is a Director of OmniAb, Inc. (f/k/a Avista Public Acquisition Corp. II) (the "Issuer").
2. Directly owned by Avista Sponsor. 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.
3. Represents a stock option granted on December 1, 2022 to Joshua Tamaroff in his position as a Director of the Issuer, which vests in three substantially similar annual installments beginning on November 1, 2023. Mr. Tamaroff is a partner at Avista Capital Partners and has assigned all rights, title and interest in the stock option to the Avista Affiliates. The Avista Affiliates are each "directors by deputization" for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended. Each of the Reporting Persons may be deemed to beneficially own the securities reported on this line item to the extent of their respective pecuniary interests. Each of the Reporting Persons disclaims beneficial ownership of the securities reported on this line item, except to the extent of their pecuniary interest therein, if any.
4. In accordance with the letter agreement, dated March 23, 2022, among the Issuer, Avista Sponsor, OmniAb Operations, Inc. (f/k/a OmniAb, Inc.) 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.
5. 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 Class A ordinary share, par value $0.0001 per share, of the Issuer for $11.50 per share. The material conditions to exercise were satisfied upon the closing of the transactions contemplated by the Merger Agreement (the "Closing"), and the warrants by their terms become exercisable (including by cash settlement) 30 days following the Closing.
6. In connection with 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, par value $0.0001 per share, of the Issuer for $11.50 per share. The material conditions to exercise were satisfied on the Closing, and the warrants by their terms become exercisable (including by cash settlement) 30 days following the Closing.
See Exhibit 99.1 12/05/2022
** 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 4 (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.
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ATTACHMENTS / EXHIBITS

EX-99.1 DOCUMENT



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