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Filing Details

Accession Number:: 0000899243-20-034355
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-12-17 20:38:00
Reporting Period:: 2020-12-15

Accepted Time:: 2020-12-17 20:38:00
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1703057	Abcellera Biologics Inc.	ABCL	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1211060	Peter Thiel	C/O Abcellera Biologics Inc. 2215 Yukon Street Vancouver A1 V5Y 0A1		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Shares	Acquisiton	2020-12-15	3,811,260	$0.00	4,702,780	No	4	C	Indirect	See footnote
Common Shares	Acquisiton	2020-12-15	2,477,100	$0.00	7,179,880	No	4	C	Indirect	See footnote
Common Shares	Acquisiton	2020-12-15	3,000,000	$20.00	10,179,880	No	4	P	Indirect	See footnote
Common Shares	Acquisiton	2020-12-15	3,343,240	$0.00	3,343,240	No	4	C	Indirect	See footnote
Common Shares	Acquisiton	2020-12-15	401,050	$0.00	401,050	No	4	C	Indirect	See footnote
Common Shares	Acquisiton	2020-12-15	29,240	$0.00	29,240	No	4	C	Indirect	See footnote
Common Shares	Acquisiton	2020-12-15	382,357	$0.00	382,357	No	4	C	Indirect	See footnote
Common Shares	Acquisiton	2020-12-15	24,660	$0.00	24,660	No	4	C	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	P	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	C	Indirect	See footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Shares	Convertible Note	Acquisiton	2020-12-11	0	$30,430,000.00	2,477,100	$0.00
Common Shares	Convertible Note	Acquisiton	2020-12-11	0	$4,697,050.00	382,357	$0.00
Common Shares	Convertible Note	Acquisiton	2020-12-11	0	$302,950.00	24,660	$0.00
Common Shares	Series A2 Preferred Shares	Disposition	2020-12-15	381,126	$0.00	3,811,260	$0.00
Common Shares	Series A2 Preferred Shares	Disposition	2020-12-15	334,324	$0.00	3,343,240	$0.00
Common Shares	Series A2 Preferred Shares	Disposition	2020-12-15	40,105	$0.00	401,050	$0.00
Common Shares	Series A2 Preferred Shares	Disposition	2020-12-15	2,924	$0.00	29,240	$0.00
Common Shares	Convertible Note	Disposition	2020-12-15	0	$0.00	2,477,100	$0.00
Common Shares	Convertible Note	Disposition	2020-12-15	0	$0.00	382,357	$0.00
Common Shares	Convertible Note	Disposition	2020-12-15	0	$0.00	24,660	$0.00

Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
No	4	A	Indirect
No	4	A	Indirect
No	4	A	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect

Footnotes

These shares are held of record by ABE Investments LLC. The Reporting Person is the beneficial owner of ABE Investments LLC and has sole voting and investment power over the securities held by ABE Investments LLC.
The Series A2 Preferred Shares (collectively, the "Preferred Shares") were convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering ("IPO"). The Preferred Shares converted into Common Shares at a 1:10 ratio upon the closing of the IPO without payment of additional consideration. The Preferred Shares had no expiration date.
These shares are held of record by The Founders Fund VII, LP ("FF-VII"). The Reporting Person is one of the managing members of The Founders Fund VII Management, LLC ("FFVIIM"), which is the general partner of FF-VII. The Reporting Person may be deemed to have beneficial ownership over the securities held by FF-VII. The Reporting Person disclaims beneficial ownership over the shares held by FF-VII except to the extent of his pecuniary interest therein.
These shares are held of record by The Founders Fund VII Principals Fund, LP ("FF-VIIP"). The Reporting Person is one of the managing members of FFVIIM, which is the general partner of FF-VIIP. The Reporting Person may be deemed to have beneficial ownership over the securities held by FF-VIIP. The Reporting Person disclaims beneficial ownership over the shares held by FF-VIIP except to the extent of his pecuniary interest therein.
These shares are held of record by The Founders Fund VII Entrepreneurs Fund, LP ("FF-VIIE"). The Reporting Person is one of the managing members of FFVIIM, which is the general partner of FF-VIIE. The Reporting Person may be deemed to have beneficial ownership over the securities held by FF-VIIE. The Reporting Person disclaims beneficial ownership over the shares held by FF-VIIE except to the extent of his pecuniary interest therein.
The convertible promissory note had a maturity date of October 30, 2025 and the principal amount of the convertible promissory note converted upon the closing of the IPO into Common Shares at a conversion price equal to $17.00 per Common Share plus 687,100 Common Shares.
The convertible promissory note had a maturity date of October 30, 2025 and the principal amount of the convertible promissory note converted upon the closing of the IPO into Common Shares at a conversion price equal to $17.00 per Common Share plus 106,060 Common Shares.
These shares are held of record by The Founders Fund Growth, LP ("FFG"). The Reporting Person is one of the managing members of The Founders Fund Growth Management, LLC ("FFGM"), which is the general partner of FFG. The Reporting Person may be deemed to have beneficial ownership over the securities held by FFG. The Reporting Person disclaims beneficial ownership over the shares held by FFG except to the extent of his pecuniary interest therein.
The convertible promissory note had a maturity date of October 30, 2025 and the principal amount of the convertible promissory note converted upon the closing of the IPO into Common Shares at a conversion price equal $17.00 per Common Share plus 6,840 Common Shares.
These shares are held of record by The Founders Fund Growth Principals Fund, LP ("FFGP"). The Reporting Person is one of the managing members of FFGM, which is the general partner of FFGP. The Reporting Person may be deemed to have beneficial ownership over the securities held by FFGP. The Reporting Person disclaims beneficial ownership over the shares held by FFGP except to the extent of his pecuniary interest therein.
This transaction occurred prior to the effectiveness of the Issuer's registration under Section 12 of the Securities Exchange Act of 1934 and is being reported on Form 4 solely for purposes of compliance with Rule 16a-2(a) under the Securities Exchange Act of 1934, as amended. The securities covered by such transaction were previously included on the Reporting Person's Form 3.