Form 4 for OABI OmniAb, Inc.
Accepted 2024-07-02 00:00:00 ET · period of report 2024-06-28 · accession 0001104659-24-077398 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2024-07-02 | 2024-06-29 | OABI | Avista Capital Managing Member V, LLC | 10% | F - Tax | $3.75 | -59.6K | 15.86M | -0.4% | -$223.3K |
| DI | 2024-07-02 | 2024-06-29 | OABI | Avista Capital Managing Member V, LLC | 10% | M - OptEx | $3.35 | +66.7K | 15.99M | +0.4% | +$223.3K |
| DMI | 2024-07-02 | 2024-06-28 | OABI | Avista Capital Managing Member V, LLC | 10% | D - Sale to Iss | $0.00 | -228.9K | 66.7K | -77% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common stock, par value $0.0001 per share | 2024-06-29 | F | D | 59,557 | $3.75 | 15,862,815 | I See Notes | — | — | (F18) Represents the number of shares withheld by the Issuer to satisfy (i) the aggregate exercise price for the options and (ii) withholding taxes related to such exercise. No shares were sold by the Reporting Persons to satisfy the exercise price of the stock options. (F11) Mr. Tamaroff, in his capacity as a partner at an affiliate of the Avista Affiliates, had previously 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 were 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. (F2) Mr. Tamaroff resigned as a director of the Issuer, effective as of June 28, 2024. As a result, Mr. Tamaroff is no longer subject to Section 16 reporting in connection with the securities of the Issuer. (F1) 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 former director of OmniAb, Inc. (f/k/a Avista Public Acquisition Corp. II) (the "Issuer"). (F3) ACP V Onshore directly holds 7,296,895 shares of common stock and 5,224,114 warrants. ACP V Offshore directly holds 8,565,920 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. |
| 2 | Common | Common stock, par value $0.0001 per share | 2024-06-29 | M | A | 66,668 | $3.35 | 15,992,372 | I See Notes | — | — | (F17) Represents stock options exercised on a net share settlement basis. Accordingly, the Issuer is delivering an aggregate 7,111 shares of common stock to the Reporting Persons in connection with the option exercises, with no shares being sold externally. (F11) Mr. Tamaroff, in his capacity as a partner at an affiliate of the Avista Affiliates, had previously 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 were 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. (F2) Mr. Tamaroff resigned as a director of the Issuer, effective as of June 28, 2024. As a result, Mr. Tamaroff is no longer subject to Section 16 reporting in connection with the securities of the Issuer. (F1) 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 former director of OmniAb, Inc. (f/k/a Avista Public Acquisition Corp. II) (the "Issuer"). (F3) ACP V Onshore directly holds 7,296,895 shares of common stock and 5,224,114 warrants. ACP V Offshore directly holds 8,565,920 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. |
| 3 | Derivative | Restricted Stock Units | 2024-06-28 | D | D | 20,000 | $0.00 | 0 | I See Notes | — · — to — | 20,000 Common stock, par value $0.0001 | (F5) 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. (F11) Mr. Tamaroff, in his capacity as a partner at an affiliate of the Avista Affiliates, had previously 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 were 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. (F2) Mr. Tamaroff resigned as a director of the Issuer, effective as of June 28, 2024. As a result, Mr. Tamaroff is no longer subject to Section 16 reporting in connection with the securities of the Issuer. (F1) 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 former director of OmniAb, Inc. (f/k/a Avista Public Acquisition Corp. II) (the "Issuer"). (F3) ACP V Onshore directly holds 7,296,895 shares of common stock and 5,224,114 warrants. ACP V Offshore directly holds 8,565,920 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. |
| 4 | Derivative | Restricted Stock Units | 2024-06-28 | D | D | 35,538 | $0.00 | 0 | I See Notes | — · — to — | 35,538 Common stock, par value $0.0001 | (F10) 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 resigned as a director of the Issuer, effective as of June 28, 2024. (F4) Each RSU represents a contingent right to receive one share of the Issuer's Common Stock. Vesting occurs in three substantially equal annual installments, beginning November 1, 2023. (F11) Mr. Tamaroff, in his capacity as a partner at an affiliate of the Avista Affiliates, had previously 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 were 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. (F2) Mr. Tamaroff resigned as a director of the Issuer, effective as of June 28, 2024. As a result, Mr. Tamaroff is no longer subject to Section 16 reporting in connection with the securities of the Issuer. (F1) 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 former director of OmniAb, Inc. (f/k/a Avista Public Acquisition Corp. II) (the "Issuer"). (F3) ACP V Onshore directly holds 7,296,895 shares of common stock and 5,224,114 warrants. ACP V Offshore directly holds 8,565,920 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. |
| 5 | Derivative | Stock Options | 2024-06-28 | D | D | 40,000 | $0.00 | 0 | I See Notes | $4.19 · — to 2034-06-18 | 40,000 Common stock, par value $0.0001 | (F6) 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. (F11) Mr. Tamaroff, in his capacity as a partner at an affiliate of the Avista Affiliates, had previously 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 were 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. (F2) Mr. Tamaroff resigned as a director of the Issuer, effective as of June 28, 2024. As a result, Mr. Tamaroff is no longer subject to Section 16 reporting in connection with the securities of the Issuer. (F1) 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 former director of OmniAb, Inc. (f/k/a Avista Public Acquisition Corp. II) (the "Issuer"). |
| 6 | Derivative | Stock Options | 2024-06-28 | D | D | 133,333 | $0.00 | 66,668 | I See Notes | $3.35 · — to 2032-12-01 | 66,668 Common stock, par value $0.0001 | (F14) 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. (F11) Mr. Tamaroff, in his capacity as a partner at an affiliate of the Avista Affiliates, had previously 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 were 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. (F2) Mr. Tamaroff resigned as a director of the Issuer, effective as of June 28, 2024. As a result, Mr. Tamaroff is no longer subject to Section 16 reporting in connection with the securities of the Issuer. (F1) 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 former director of OmniAb, Inc. (f/k/a Avista Public Acquisition Corp. II) (the "Issuer"). |