Redmile Group, LLC's Form 4 filing
Absci Corp (ABSI) · filed Jul 28, 2021
- Accession no.
- 0001104659-21-097155
- Filed
- Jul 28, 2021, 9:01 PM ET
- Trade date
- Jul 26, 2021
- Filing delay
- 2 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
This filing lists 3 non-derivative transactions and 2 derivative transactions. Open-market purchases total $30.0M. It was filed 2 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Redmile Group, LLCCIK 0001425738 | Director |
| Green JeremyCIK 0001650527 | Director |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Jul 26, 2021 | Common Stock | CConversionAcquired | +4,209,573 | –F1 | – | 4,209,573 | Indirect | |
| Jul 26, 2021 | Common Stock | CConversionAcquired | +1,946,521 | –F2 | – | 6,156,094 | Indirect | |
| Jul 26, 2021 | Common Stock | PPurchaseAcquired | +1,875,000 | $16.00 | +$30,000,000 | 8,031,094 | Indirect |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Jul 26, 2021 | Common Stock | CConversionDisposed | −4,209,573 | $0.00 | $0 | 0 | Indirect | |
| Jul 26, 2021 | Common Stock | CConversionDisposed | −1,946,521 | $0.00 | – | 0 | Indirect |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- 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.
Referenced by the price of 1 transaction in Table I.
- 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.
Referenced by the price of 1 transaction in Table I.
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.