Casdin Partners Master Fund, L.P. - Jul 26, 2021 Form 4 Insider Report for Absci Corp (ABSI)

Role
Director
Signature
Casdin Partners Master Fund, L.P., By: Casdin Partners GP, LLC, Its: General Partner, By: /s/ Eli Casdin, Its: Managing Member
Stock symbol
ABSI
Transactions as of
Jul 26, 2021
Transactions value $
-$538,356
Form type
4
Date filed
7/28/2021, 04:33 PM
Previous filing
Jul 21, 2021
Next filing
Jul 30, 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ABSI Common Stock Conversion of derivative security $0 +4.21M $0.00 4.21M Jul 26, 2021 Direct F1, F2
transaction ABSI Common Stock Conversion of derivative security $0 +973K +23.12% $0.00 5.18M Jul 26, 2021 Direct F2, F3
transaction ABSI Common Stock Purchase $25M +1.56M +30.15% $16.00* 6.75M Jul 26, 2021 Direct F2
transaction ABSI Common Stock Conversion of derivative security $0 +973K $0.00 973K Jul 26, 2021 See footnote F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ABSI Series E Preferred Stock Conversion of derivative security $0 -1.27M -100% $0.00* 0 Jul 26, 2021 Common Stock 4.21M Direct F1, F2
transaction ABSI Convertible Note Conversion of derivative security -$12.8M 0 Jul 26, 2021 Common Stock 973K $13.12 Direct F2, F3
transaction ABSI Convertible Note Conversion of derivative security -$12.8M 0 Jul 26, 2021 Common Stock 973K $13.12 See footnote F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These shares of the Series E Preferred Stock automatically converted on a one-for-3.3031 basis into the number of shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock"), shown in Column 7 immediately upon closing of the Issuer's initial public offering ("IPO") without payment of additional consideration. The Series E Preferred Stock had no expiration date.
F2 These shares are held by Casdin Partners Master Fund, L.P. Casdin Capital, LLC ("Casdin Capital") is the investment adviser to Casdin Partners Master Fund, L.P., and Casdin Partners GP, LLC ("Casdin Partners GP") is the general partner of Casdin Partners Master Fund, L.P. Eli Casdin is the managing member of Casdin Capital and Casdin Partners GP. Each of Casdin Capital, Casdin Partners GP and Eli Casdin disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein, if any. Eli Casdin is a director of the Issuer and, accordingly, files separate Section 16 reports
F3 This convertible promissory note ("Convertible Note") had a maturity date of September 16, 2023. The principal and accrued interest under the Convertible Note converted upon the closing of the IPO into shares of Common Stock at a conversion price equal to $13.12 per share without payment of additional consideration.
F4 These shares are held by Casdin Private Growth Equity Fund, L.P. Casdin Capital is the investment adviser to Casdin Private Growth Equity Fund, L.P. and Casdin Private Growth Equity Fund GP, LLC ("Casdin Private Growth GP") is the general partner of Casdin Private Growth Equity Fund, L.P. Eli Casdin is the managing member of Casdin Capital and Casdin Private Growth GP. Each of Casdin Capital, Casdin Private Growth GP and Eli Casdin disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein, if any. Eli Casdin is a director of the Issuer and, accordingly, files separate Section 16 reports.

Remarks:

Eli Casdin has been deputized to represent the Reporting Persons on the board of directors of the Issuer. By virtue of Mr. Casdin's representation, for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act"), each of the Reporting Persons may be deemed directors by deputization of the Issuer. Mr. Casdin files separate Section 16 reports disclosing securities of the Issuer that he may be deemed to beneficially own for Section 16 purposes.