SEC FORM
3
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
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| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
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1. Name and Address of Reporting Person*
| C/O ABSCI CORPORATION |
| 18105 SE MILL PLAIN BLVD. |
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year)
07/21/2021
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3. Issuer Name and Ticker or Trading Symbol
Absci Corp
[ ABSI ]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
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10% Owner |
| X |
Officer (give title below) |
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Other (specify below) |
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Chief Business Officer
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5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
|
2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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4. Nature of Indirect Beneficial Ownership (Instr.
5)
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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6. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Stock Option (right to buy) |
|
06/16/2031 |
Common Stock |
586,121 |
4.97 |
D |
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| Explanation of Responses: |
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| Remarks: |
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/s/ Todd Bedrick, attorney-in-fact |
07/21/2021 |
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** 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. |
LIMITED POWER OF ATTORNEY
The undersigned hereby constitutes and appoints each of Greg Schiffman, Sarah Korman and Todd
Bedrick, signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact
to:
(1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or
director of Absci Corporation (the "Company"), from time to time the following U.S. Securities and
Exchange Commission ("SEC") forms: (i) Form ID, including any attached documents, to effect the
assignment of codes to the undersigned to be used in the transmission of information to the SEC using the
EDGAR System; (ii) Form 3, Initial Statement of Beneficial Ownership of Securities, including any attached
documents; (iii) Form 4, Statement of Changes in Beneficial Ownership of Securities, including any attached
documents; (iv) Form 5, Annual Statement of Beneficial Ownership of Securities in accordance with Section
16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached
documents; (v) Schedules 13D and 13G and (vi) amendments of each thereof, in accordance with the Securities
Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents;
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary
or desirable to complete and execute any such Form 3, 4 or 5, Schedules 13D and 13G or any amendment(s)
thereto, and timely file such form(s) with the SEC and any securities exchange, national association or similar
authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in the
opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact, acting singly, full power and authority to
do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming
all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to
be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned,
are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with
Section 16 or Regulation 13D-G of the Securities Exchange Act of 1934, as amended. The undersigned hereby
agrees to indemnify the attorneys-in-fact and the Company from and against any demand, damage, loss, cost
or expense arising from any false or misleading information provided by the undersigned to the attorneys-infact.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required
to file such forms with respect to the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneysin-fact. This Power of Attorney supersedes any prior power of attorney in connection with the undersigned's
capacity as an officer and/or director of the Company. This Power of Attorney shall expire as to any individual
attorney-in-fact if such attorney-in-fact ceases to be an employee of the Company.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of
_______________________, 2021.
Nikhil Goel
July 20
/s/ Nikhil Goel
