0001672688-24-000018.txt : 20240321 0001672688-24-000018.hdr.sgml : 20240321 20240321190428 ACCESSION NUMBER: 0001672688-24-000018 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240319 FILED AS OF DATE: 20240321 DATE AS OF CHANGE: 20240321 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: McClain Sean CENTRAL INDEX KEY: 0001873003 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40646 FILM NUMBER: 24772681 MAIL ADDRESS: STREET 1: 18105 SE MILL PLAIN BLVD STREET 2: SUITE 350 CITY: VANCOUVER STATE: WA ZIP: 98683 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Absci Corp CENTRAL INDEX KEY: 0001672688 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] ORGANIZATION NAME: 08 Industrial Applications and Services IRS NUMBER: 853383487 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 18105 SE MILL PLAIN BLVD CITY: VANCOUVER STATE: WA ZIP: 98683 BUSINESS PHONE: (360) 949-1041 MAIL ADDRESS: STREET 1: 18105 SE MILL PLAIN BLVD CITY: VANCOUVER STATE: WA ZIP: 98683 FORMER COMPANY: FORMER CONFORMED NAME: AbSci Corp DATE OF NAME CHANGE: 20201026 FORMER COMPANY: FORMER CONFORMED NAME: AbSci, Inc. DATE OF NAME CHANGE: 20201026 FORMER COMPANY: FORMER CONFORMED NAME: AbSci, LLC DATE OF NAME CHANGE: 20160420 4 1 wk-form4_1711062258.xml FORM 4 X0508 4 2024-03-19 0 0001672688 Absci Corp ABSI 0001873003 McClain Sean C/O ABSCI CORPORATION 18105 SE MILL PLAIN BLVD VANCOUVER WA 98683 1 1 0 0 Chief Executive Officer 0 Common Stock 2024-03-19 4 A 0 1500000 0 A 8225955 D Common Stock 2269987 I See footnote The shares reported in this transaction represent performance-based Restricted Stock Units ("RSUs") issued under the Absci Corporation 2021 Stock Option and Incentive Plan. Each performance-based RSU represents the contingent right to receive one share of the Issuer's Common Stock. The performance-based RSUs underlying this grant shall vest as follows: (i) 150,000 shall vest upon the achievement of a closing stock price for the Common Stock (as reported on the Nasdaq Global Select Market or such other exchange on which the Common Stock may then be listed for trading, the "Closing Price") equal to or exceeding $10.00 per share; (ii) 200,000 shall vest upon the achievement of a Closing Price for the Common Stock equal to or exceeding $12.00 per share; (iii) 225,000 shall vest upon the achievement of a Closing Price for the Common Stock equal to or exceeding $14.00 per share; (iv) 250,000 shall vest upon the achievement of a Closing Price for the Common Stock (continued on footnote 2) (Continued from footnote 1) equal to or exceeding $16.00 per share; (v) 300,000 shall vest upon the achievement of a Closing Price for the Common Stock equal to or exceeding $18.00 per share; and (vi) 375,000 shall vest upon the achievement of a Closing Price for the Common Stock equal to or exceeding $20.00 per share, in each case, subject to the Reporting Person's continued service through the applicable vesting date. For purposes of the foregoing, in the event that a Closing Price specified in clauses (ii) through (vi) above is achieved on a particular date (the "Achievement Date") without the prior achievement of one or more of the lower Closing Prices specified in clauses (i) through (v) above, all such lower Closing Prices shall be deemed achieved as of the Achievement Date. To the extent that any performance-based RSUs do not become vested by the third anniversary of the grant date, any such unvested performance RSUs shall terminate and be immediately forfeited. These shares are held by Brittany McClain and are subject to a voting agreement and proxy pursuant to which the Reporting Person is entitled to vote such shares on all matters presented to the Issuer's stockholders for approval. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any. /s/ Todd Bedrick, attorney-in-fact 2024-03-21