SEC Form 5

FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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: 3235-0362 Estimated average burden hours per response: 1.0
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported.
X	Form 4 Transactions Reported.
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10

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. Issuer Name and Ticker or Trading Symbol Absci Corp [ ABSI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2023
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	11/17/2023		S4	20,000	D	$1.4334	14,379,522	D(1)
Common Stock	11/20/2023		S4	24,369	D	$1.4285	14,379,522	D(1)
Common Stock	11/21/2023		S4	1,237	D	$1.404	14,379,522	D(1)
Common Stock	11/22/2023		S4	3,508	D	$1.4047	14,379,522	D(1)
Common Stock	11/24/2023		S4	10,779	D	$1.4219	14,379,522	D(1)
Common Stock	11/27/2023		S4	12,959	D	$1.4018	14,379,522	D(1)
Common Stock	11/28/2023		S4	40,439	D	$1.4404	14,379,522	D(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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. Phoenix General Partner II LLC, as the sole general partner of Phoenix Venture Partners II LP, beneficially owns the reported securities indirectly, but disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

	/s/ John Chen, Managing Member of sole general partner on behalf of Phoenix Venture Partners II LP	02/14/2024
	/s/ John Chen, Managing Member on behalf of Phoenix General Partner II LLC	02/14/2024
	** 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 4 (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).
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