OmniAb, Inc. — Director's Dealing 2022

Nov 4, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OmniAb, Inc. (OABI)
CIK: 0001846253
Period of Report: 2022-11-01

Reporting Person: Avista Acquisition GP LLC II (Director, 10% Owner)
Reporting Person: Burgstahler David F (Director, 10% Owner)
Reporting Person: Dean Thompson (Director, 10% Owner)
Reporting Person: Avista Acquisition LP II (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-11-01	Common stock, par value $0.0001 per share	A	10172934	$10.00	Acquired	15817934	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-11-01	Warrants	$11.50	A	11345489	Acquired	2027-11-01	Common stock, par value $0.0001 (11345489)	Indirect

Footnotes

F1: 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.

F2: Directly owned by Avista Sponsor.

F3: 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").

F4: 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.

F5: 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.

F6: 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.