0001104659-22-114525.txt : 20221103 0001104659-22-114525.hdr.sgml : 20221103 20221103190032 ACCESSION NUMBER: 0001104659-22-114525 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20221101 FILED AS OF DATE: 20221103 DATE AS OF CHANGE: 20221103 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: 221359711 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: 221359712 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: Avista Acquisition LP II CENTRAL INDEX KEY: 0001846254 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40720 FILM NUMBER: 221359710 BUSINESS ADDRESS: STREET 1: C/O AVISTA CAPITAL HOLDINGS, LP STREET 2: 65 EAST 55TH STREET, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-593-6900 MAIL ADDRESS: STREET 1: C/O AVISTA CAPITAL HOLDINGS, LP STREET 2: 65 EAST 55TH STREET, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Avista Acquisition GP LLC II CENTRAL INDEX KEY: 0001846167 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40720 FILM NUMBER: 221359713 BUSINESS ADDRESS: STREET 1: C/O AVISTA CAPITAL HOLDINGS, LP STREET 2: 65 EAST 55TH STREET, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-593-6900 MAIL ADDRESS: STREET 1: C/O AVISTA CAPITAL HOLDINGS, LP STREET 2: 65 EAST 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: E9 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 tm2229290-1_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2022-11-01 0 0001846253 OmniAb, Inc. OABI 0001846167 Avista Acquisition GP LLC II 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 0001846254 Avista Acquisition LP II 65 EAST 55TH STREET 18TH FLOOR NEW YORK NY 10022 1 0 1 0 Common stock, par value $0.0001 per share 2022-11-01 4 A 0 10172934 10.00 A 15817934 I See Notes Warrants 11.50 2022-11-01 4 A 0 11345489 A 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: 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, and Thompson Dean and David Burgstahler, who are the managers of Avista GP. Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. Directly owned by Avista Sponsor. Avista Sponsor acquired the shares of common stock of OmniAb, Inc. (f/k/a Avista Public Acquisition Corp. II) (the "Issuer") in accordance with the Agreement and Plan of Merger, dated as of March 23, 2022 (the "Merger Agreement"), by and among the Issuer, Ligand Pharmaceuticals Incorporated, OmniAb, Inc. ("Legacy OmbiAb"), and Orwell Merger Sub Inc. and the Amended and Restated Forward Purchase Agreement, dated March 23, 2022, by and among the Issuer, Avista Sponsor and Legacy OmniAb (the "A&R Forward Purchase Agreement"). In accordance with the letter agreement, dated March 23, 2022, among the Issuer, Avista Sponsor, Legacy OmniAb 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. 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. 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. In accordance with the Merger Agreement, the Issuer, a then Cayman Islands exempted company, domesticated as a Delaware corporation (the "Domestication") and subsequently changed its name to "OmniAb, Inc." Pursuant to the Domestication, the 5,645,000 Class B ordinary shares of the Issuer, par value $0.0001 per share, directly owned by Avista Sponsor, converted automatically, on a one-for-one basis, into 5,645,000 shares of common stock, par value $0.0001 per share, of the Issuer. Exhibit 24.1 (Power of Attorney) and Exhibit 99.1 (Joint Filer Information and Signatures) are hereby incorporated by reference herein. See Exhibit 99.1 2022-11-03 EX-24.1 2 tm2229290d1_ex24-1.htm EXHIBIT 24.1

 

Exhibit 24.1

 

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints Benjamin Silbert with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

 

1.execute for and on behalf of the undersigned with respect to OmniAb, Inc. (the “Company”), Schedules 13D and 13G and Forms 3, 4, and 5 in accordance with Sections 13 and 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

 

2.do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedules 13D or 13G or Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

 

3.take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grant to the attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledge that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming any of the undersigned’s responsibilities to comply with Sections 13 and 16 of the Securities Exchange Act of 1934.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

 

[Signature Page Follows]

 

 

 

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 3rd day of November, 2022.

 

  Avista Acquisition LP II  
   
  By: Avista Acquisition GP LLC II, its general partner
   
  /s/ David Burgstahler
  Name: David Burgstahler
  Title: Manager
   
  Avista Acquisition GP LLC II
   
  /s/ Thompson Dean
  Name: Thompson Dean
  Title: Manager
   
  Thompson Dean
   
  /s/ Thompson Dean
  Name: Thompson Dean
     
  David Burgstahler
   
  /s/ David Burgstahler
  Name: David Burgstahler

 

[Signature Page to Power of Attorney]

 

 

 

 

 

 

 

 EX-99.1 3 tm2229290d1_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

Joint Filer Information

 

Name of Joint Filer: Avista Acquisition LP II
   
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):		 November 1, 2022
   
Designated Filer: Avista Acquisition GP LLC II

  

Signature:  
   
Avista Acquisition LP II  
   
/s/ Benjamin Silbert  
Name: Benjamin Silbert  
Title: Attorney-in-fact  

 

Dated: November 3, 2022

 

 

 

Joint Filer Information

(continued)

 

Name of Joint Filer: Avista Acquisition GP LLC II
   
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):		 November 1, 2022
   
Designated Filer: Avista Acquisition GP LLC II

 

Signature:  
   
Avista Acquisition GP LLC II  
   
/s/ Benjamin Silbert  
Name: Benjamin Silbert  
Title: Attorney-in-fact  

 

Dated: November 3, 2022

 

2

 

 

Joint Filer Information

(continued)

 

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):		 November 1, 2022
   
Designated Filer: Avista Acquisition GP LLC II

 

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

 

Dated: November 3, 2022

 

3

 

 

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):		 November 1, 2022
   
Designated Filer: Avista Acquisition GP LLC II

 

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

 

Dated: November 3, 2022

 

4