SEC FORM 4

SEC Form 4

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

OMB APPROVAL

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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^*

HIGGINS JOHN L

(Last)

(First)

(Middle)

C/O OMNIAB, INC.

5980 HORTON STREET, SUITE 600

(Street)

EMERYVILLE

94608

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

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2022

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/01/2022		A⁽¹⁾		2,176,521⁽²⁾⁽³⁾	A	⁽¹⁾	2,176,521	D
Common Stock	11/02/2022		M		246,648	A	$2.52	2,423,169	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$2.52	11/01/2022		A⁽¹⁾		246,648		⁽⁴⁾	02/15/2023	Common Stock	246,648	⁽¹⁾	246,648	D
Stock Option	$3.68	11/01/2022		A⁽¹⁾		61,362		⁽⁴⁾	06/03/2023	Common Stock	61,362	⁽¹⁾	61,362	D
Stock Option	$8.54	11/01/2022		A⁽¹⁾		400,808		⁽⁴⁾	02/12/2024	Common Stock	400,808	⁽¹⁾	400,808	D
Stock Option	$6.46	11/01/2022		A⁽¹⁾		232,971		⁽⁴⁾	02/10/2025	Common Stock	232,971	⁽¹⁾	232,971	D
Stock Option	$9.84	11/01/2022		A⁽¹⁾		232,136		⁽⁴⁾	02/11/2026	Common Stock	232,136	⁽¹⁾	232,136	D
Stock Option	$11.52	11/01/2022		A⁽¹⁾		186,843		⁽⁴⁾	02/24/2027	Common Stock	186,843	⁽¹⁾	186,843	D
Stock Option	$18.24	11/01/2022		A⁽¹⁾		177,194		⁽⁴⁾	03/02/2028	Common Stock	177,194	⁽¹⁾	177,194	D
Stock Option	$13.54	11/01/2022		A⁽¹⁾		250,843		⁽⁵⁾	02/11/2029	Common Stock	250,843	⁽¹⁾	250,843	D
Stock Option	$10.98	11/01/2022		A⁽¹⁾		260,646		⁽⁶⁾	02/13/2030	Common Stock	260,646	⁽¹⁾	260,646	D
Stock Option	$20.36	11/01/2022		A⁽¹⁾		107,506		⁽⁷⁾	02/03/2031	Common Stock	107,506	⁽¹⁾	107,506	D
Stock Option	$2.52	11/02/2022		M			246,648	⁽⁴⁾	02/15/2023	Common Stock	246,648	$0.00	0	D

Explanation of Responses:

1. Pursuant to the business combination of Avista Public Acquisition Corp. II and OmniAb, Inc. ("Legacy OmniAb"), as contemplated by an agreement and plan of merger, dated March 23, 2022 (the "Merger Agreement"), each share of common stock, option and award of restricted stock unit of Legacy OmniAb automatically converted into the right to receive securities of the Issuer with the same terms and conditions in accordance with an exchange ratio described in the Merger Agreement.

2. Includes 183,384 restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock and does not expire.

3. Includes 362,232 earn-out shares subject to forfeiture provisions described in the Merger Agreement.

4. The stock option is fully vested and exercisable.

5. The stock option vests and is exercisable as to 12.5% of the underlying shares on August 11, 2019, and in 42 substantially equal monthly installments thereafter.

6. The stock option vests and is exercisable as to 12.5% of the underlying shares on August 13, 2020, and in 42 substantially equal monthly installments thereafter.

7. The stock option vests and is exercisable as to 12.5% of the underlying shares on August 3, 2021, and in 42 substantially equal monthly installments thereafter.

Remarks:

	/s/ Charles S. Berkman, Attorney-in-Fact	11/03/2022
	** 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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