0000899243-21-015484.txt : 20210409 0000899243-21-015484.hdr.sgml : 20210409 20210409170040 ACCESSION NUMBER: 0000899243-21-015484 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210407 FILED AS OF DATE: 20210409 DATE AS OF CHANGE: 20210409 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GTCR CO-INVEST XI LP CENTRAL INDEX KEY: 0001591432 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39725 FILM NUMBER: 21818424 BUSINESS ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: (312) 382-2200 MAIL ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GTCR FUND XI/B LP CENTRAL INDEX KEY: 0001591435 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39725 FILM NUMBER: 21818426 BUSINESS ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: (312) 382-2200 MAIL ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GTCR FUND XI/C LP CENTRAL INDEX KEY: 0001591436 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39725 FILM NUMBER: 21818425 BUSINESS ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: (312) 382-2200 MAIL ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GTCR PARTNERS XI/B LP CENTRAL INDEX KEY: 0001827959 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39725 FILM NUMBER: 21818422 BUSINESS ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: (312) 382-2200 MAIL ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MARAVAI LIFE SCIENCES HOLDINGS, LLC CENTRAL INDEX KEY: 0001833157 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39725 FILM NUMBER: 21818428 BUSINESS ADDRESS: STREET 1: 10770 WATERIDGE CIRCLE SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: (858) 546-0004 MAIL ADDRESS: STREET 1: 10770 WATERIDGE CIRCLE SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GTCR INVESTMENT XI LLC CENTRAL INDEX KEY: 0001827977 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39725 FILM NUMBER: 21818429 BUSINESS ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: (312) 382-2200 MAIL ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GTCR PARTNERS XI/A&C LP CENTRAL INDEX KEY: 0001828028 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39725 FILM NUMBER: 21818423 BUSINESS ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: (312) 382-2200 MAIL ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MARAVAI LIFE SCIENCES HOLDINGS 2, LLC CENTRAL INDEX KEY: 0001832794 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39725 FILM NUMBER: 21818427 BUSINESS ADDRESS: STREET 1: 10770 WATERIDGE CIRCLE SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: (858) 546-0004 MAIL ADDRESS: STREET 1: 10770 WATERIDGE CIRCLE SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MARAVAI LIFESCIENCES HOLDINGS, INC. CENTRAL INDEX KEY: 0001823239 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 10770 WATERIDGE CIRCLE SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: (858) 546-0004 MAIL ADDRESS: STREET 1: 10770 WATERIDGE CIRCLE SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-04-07 0 0001823239 MARAVAI LIFESCIENCES HOLDINGS, INC. MRVI 0001827977 GTCR INVESTMENT XI LLC C/O GTCR, LLC 300 N. LASALLE SUITE 5600 CHICAGO IL 60654 1 0 1 0 0001833157 MARAVAI LIFE SCIENCES HOLDINGS, LLC C/O MARAVAI LIFE SCIENCES HOLDINGS, INC. 10770 WATERIDGE CIRCLE SUITE 200 SAN DIEGO CA 92121 1 0 1 0 0001832794 MARAVAI LIFE SCIENCES HOLDINGS 2, LLC C/O MARAVAI LIFE SCIENCES HOLDINGS, INC. 10770 WATERIDGE CIRCLE SUITE 200 SAN DIEGO CA 92121 1 0 1 0 0001591435 GTCR FUND XI/B LP C/O GTCR LLC 300 N. LASALLE SUITE 5600 CHICAGO IL 60654 1 0 1 0 0001591436 GTCR FUND XI/C LP C/O GTCR LLC 300 N. LASALLE SUITE 5600 CHICAGO IL 60654 1 0 1 0 0001591432 GTCR CO-INVEST XI LP C/O GTCR LLC 300 N. LASALLE SUITE 5600 CHICAGO IL 60654 1 0 1 0 0001828028 GTCR PARTNERS XI/A&C LP C/O GTCR LLC 300 N. LASALLE SUITE 5600 CHICAGO IL 60654 1 0 1 0 0001827959 GTCR PARTNERS XI/B LP C/O GTCR LLC 300 N. LASALLE SUITE 5600 CHICAGO IL 60654 1 0 1 0 Class A Common Stock 2021-04-07 4 D 0 2638297 31.25 D 25008218 I See footnotes Class B Common Stock 2021-04-07 4 J 0 15361703 D 145612426 I See footnote Class A Common Stock 2021-04-08 4 D 0 395744 31.25 D 24612474 I See footnotes Class B Common Stock 2021-04-08 4 J 0 2304256 D 143308170 I See footnote Common Units 2021-04-07 4 D 0 15361703 31.25 D Class A Common Stock 15361703 145612426 I See footnote Common Units 2021-04-08 4 D 0 2304256 31.25 D Class A Common Stock 2304256 143308170 I See footnote On April 7, 2021, the Reporting Persons sold an aggregate 18,000,000 shares of Class A common stock, par value $0.01 ("Class A Common Stock"), of Maravai LifeSciences Holdings, Inc. (the "Issuer") in an underwritten public offering pursuant to the Issuer's Registration Statement on Form S-1 (File No. 333-255043). The aggregate 18,000,000 shares of Class A Common Stock sold by the Reporting Persons include (a) 15,361,703 shares of Class A Common Stock sold by Maravai Life Sciences Holdings, LLC ("MLSH 1") and (b) 2,638,297 shares of Class A Common Stock sold by Maravai Life Sciences Holdings 2, LLC. ("MLSH 2"). On April 8, 2021, the Reporting Persons sold an aggregate of 2,700,000 shares of Class A Common Stock of the Issuer pursuant to the option granted to the underwriters, which was exercised in full prior to closing. (Continued from footnote 1) The aggregate 2,700,000 shares of Class A Common Stock sold by the Reporting Persons include (a) 2,304,256 shares of Class A Common Stock sold by MLSH 1 and (b) 395,744 shares of Class A Common Stock sold by MLSH 2. Reflects Class A Common Stock held directly by MLSH 2. MLSH 2 is managed by a board of managers controlled by GTCR Fund XI/C LP ("GTCR Fund XI/C"). GTCR Partners XI/A&C LP ("GTCR Partners XI/A&C") is the general partner of GTCR Fund XI/C. GTCR Investment XI LLC ("GTCR Investment XI") is the general partner of GTCR Partners XI/A&C. GTCR Investment XI is managed by a board of managers (the "GTCR Board of Managers") consisting of Mark M. Anderson, Craig A. Bondy, Aaron D. Cohen, Sean L. Cunningham, Benjamin J. Daverman, David A. Donnini, Constantine S. Mihas and Collin E. Roche, and no single person has voting or dispositive authority over the Class A Common Stock. (Continued From Footnote 3) Each of GTCR Partners XI/A&C, GTCR Investment XI and the GTCR Board of Managers may be deemed to share beneficial ownership of the Class A Common Stock held of record by MLSH 2, and each of the individual members of the GTCR Board of Managers disclaims beneficial ownership of the Class A Common Stock held of record by MLSH 2 except to the extent of his pecuniary interest therein. Reflects shares of the Issuer's Class B common stock, par value $0.01 (the "Class B Common Stock") forfeited and canceled for no consideration by MLSH 1 in connection with the purchase by the Issuer of the Common Units. Reflects Class B Common Stock held directly by MLSH 1. MLSH 1 is managed by a board of managers controlled by GTCR Fund XI/B LP ("GTCR Fund XI/B") and GTCR Co-Invest XI LP ("GTCR Co-Invest XI"). GTCR Partners XI/B LP ("GTCR Partners XI/B") is the general partner of GTCR Fund XI/B. GTCR Investment XI is the general partner of GTCR Co-Invest XI and GTCR Partners XI/B. GTCR Investment XI is managed by the GTCR Board of Managers, and no single person has voting or dispositive authority over the Class B Common Stock. Each of GTCR Partners XI/B, GTCR Investment XI and the GTCR Board of Managers may be deemed to share beneficial ownership of the Class B Common Stock held of record by MLSH 1, and each of the individual members of the GTCR Board of Managers disclaims beneficial ownership of the Class B Common Stock held of record by MLSH 1 except to the extent of his pecuniary interest therein. Pursuant to the Exchange Agreement dated November 19, 2020, by and among the Issuer, Maravai Topco Holdings, LLC and MLSH 1 (the "Exchange Agreement"), the Common Units (together with one share of Class B Common Stock for every Common Unit) are exchangeable for one share of Class A Common Stock. Common Units do not expire. Reflects Common Units owned directly by MLSH 1. Each Common Unit is exchangeable for one share of Class A Common Stock pursuant to the Exchange Agreement. Each of the reporting persons is a director-by-deputization solely for purposes of Section 16 of the Securities Exchange Act of 1934. /s/ Carl Hull, as chief executive officer of Maravai Life Sciences Holdings, LLC 2021-04-09 /s/ Carl Hull, as chief executive officer of Maravai Life Sciences Holdings 2, LLC 2021-04-09 /s/ Jeffrey Wright, by power of attorney for GTCR Fund XI/B LP 2021-04-09 /s/ Jeffrey Wright, by power of attorney for GTCR Fund XI/C LP 2021-04-09 /s/ Jeffrey Wright, by power of attorney for GTCR Co-Invest XI LP 2021-04-09 /s/ Jeffrey Wright, by power of attorney for GTCR Partners XI/A&C LP 2021-04-09 /s/ Jeffrey Wright, by power of attorney for GTCR Partners XI/B LP 2021-04-09 /s/ Jeffrey Wright, by power of attorney for GTCR Investment XI LLC 2021-04-09