SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Phoenix Venture Partners II LP (Last) (First) (Middle) 1700 EL CAMINO REAL, SUITE 355 (Street) SAN MATEO CA 94402 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/21/2021	3. Issuer Name and Ticker or Trading Symbol Absci Corp [ ABSI ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A-1 Preferred Stock	(2)	(2)	Common Stock	5,681,332	(2)	D(1)
Series A-2 Preferred Stock	(3)	(3)	Common Stock	533,735	(3)	D(1)
Series A-3 Preferred Stock	(4)	(4)	Common Stock	4,954,650	(4)	D(1)
Series B Preferred Stock	(5)	(5)	Common Stock	2,590,991	(5)	D(1)
Series C Preferred Stock	(6)	(6)	Common Stock	273,130	(6)	D(1)
Series D-1 Preferred Stock	(7)	(7)	Common Stock	84,348	(7)	D(1)
Series D-2 Preferred Stock	(8)	(8)	Common Stock	33,741	(8)	D(1)
Series E Preferred Stock	(9)	(9)	Common Stock	33,675	(9)	D(1)
Series A-4 Preferred Stock Warrant	(10)	09/29/2026	Series A-4 Preferred Stock	93,007	1	D(1)

1. Name and Address of Reporting Person* Phoenix Venture Partners II LP (Last) (First) (Middle) 1700 EL CAMINO REAL, SUITE 355 (Street) SAN MATEO CA 94402 (City) (State) (Zip)

1. Name and Address of Reporting Person* Phoenix General Partner II LLC (Last) (First) (Middle) 1700 EL CAMINO REAL, SUITE 355 (Street) SAN MATEO CA 94402 (City) (State) (Zip)

Explanation of Responses:

1. These shares are held by Phoenix Venture Partners II LP and may be deemed to be indirectly beneficially owned by Phoenix General Partner II LLC, the general partner of Phoenix Venture Partners II LP. Phoenix General Partner II LLC disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

2. These shares of the Issuer's Series A-1 Preferred Stock will automatically convert 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 3 immediately upon the closing of the Issuer's initial public offering ("IPO") without payment of additional consideration. The Series A-1 Preferred Stock has no expiration date.

3. These shares of the Issuer's Series A-2 Preferred Stock will automatically convert on a one-for-3.3031 basis into the number of shares of Common Stock shown in Column 3 immediately upon the closing of the IPO without payment of additional consideration. The Series A-2 Preferred Stock has no expiration date.

4. These shares of the Issuer's Series A-3 Preferred Stock will automatically convert on a one-for-3.3031 basis into the number of shares of Common Stock shown in Column 3 immediately upon the closing of the IPO without payment of additional consideration. The Series A-3 Preferred Stock has no expiration date.

5. These shares of the Issuer's Series B Preferred Stock will automatically convert on a one-for-3.3031 basis into the number of shares of Common Stock shown in Column 3 immediately upon the closing of the IPO without payment of additional consideration. The Series B Preferred Stock has no expiration date.

6. These shares of the Issuer's Series C Preferred Stock will automatically convert on a one-for-3.3031 basis into the number of shares of Common Stock shown in Column 3 immediately upon the closing of the IPO without payment of additional consideration. The Series C Preferred Stock has no expiration date.

7. These shares of the Issuer's Series D-1 Preferred Stock will automatically convert on a one-for-3.3031 basis into the number of shares of Common Stock shown in Column 3 immediately upon the closing of the IPO without payment of additional consideration. The Series D-1 Preferred Stock has no expiration date.

8. These shares of the Issuer's Series D-2 Preferred Stock will automatically convert on a one-for-3.3031 basis into the number of shares of Common Stock shown in Column 3 immediately upon the closing of the IPO without payment of additional consideration. The Series D-2 Preferred Stock has no expiration date.

9. These shares of the Issuer's Series E Preferred Stock will automatically convert on a one-for-3.3031 basis into the number of shares of Common Stock shown in Column 3 immediately upon the closing of the IPO without payment of additional consideration. The Series E Preferred Stock has no expiration date.

10. Immediately upon the closing of the IPO, these warrants will be exercisable by the holder at its option for Common Stock on a one-for-3.3031 basis.

Remarks:

	/s/ Zachariah Jonasson, Managing Member of sole general partner on behalf of Phoenix Venture Partners II LP	07/21/2021
	/s/ Zachariah Jonasson, Managing Member on behalf of Phoenix General Partner II LLC	07/21/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.