Absci Corporation
6.50%
8,335,116
1672688
00091E109
Apr 24, 2025
Apr 29, 2025, 09:31 PM
Reporting Persons (3)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Redmile Group, LLC | Investment Adviser | 6.50% | 8,335,116 | 0 | 8,335,116 |
| Jeremy C. Green | Individual | 6.50% | 8,335,116 | 0 | 8,335,116 |
| Redmile Biopharma Investments II, L.P. | Partnership | 4.90% | 6,267,205 | 0 | 6,267,205 |
Disclosure Items (4)
Common Stock, $0.0001 par value per share
Absci Corporation
18105 SE Mill Plain Blvd, Vancouver, WA, 98683
Item 5(a) of the Prior Schedule 13D is hereby amended and restated in its entirety as follows: The aggregate amount of shares of Common Stock that may be deemed beneficially owned by the Reporting Persons is comprised of 8,253,316 shares of Common Stock held by the Redmile Funds (including the 6,267,205 shares of Common Stock held directly by RBI II), plus 81,800 shares of Common Stock subject to options to purchase shares of Common Stock that are exercisable within 60 days of the date of this filing (the "Options"). Redmile is the investment manager to the Redmile Funds and, in such capacity, exercises voting and investment power over all of the shares held by the Redmile Funds and may be deemed to be the beneficial owner of these shares. Jeremy C. Green serves as the managing member of Redmile and also may be deemed to be the beneficial owner of these shares. Redmile and Mr. Green each disclaims beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any. The Options were granted to Amrit Nagpal, a managing director of Redmile, in connection with his service as a member of the Issuer's Board of Directors. Pursuant to the policies of Redmile, Mr. Nagpal holds the Options as a nominee on behalf, and for the sole benefit, of Redmile and its affiliates and has assigned all economic, pecuniary and voting rights in respect of the Options to Redmile. Redmile and Mr. Green each disclaim beneficial ownership of the Options, except to the extent of its or his pecuniary interest in such Options, if any, and this Schedule 13D shall not be deemed an admission that the Reporting Persons are the beneficial owner of such securities any purpose. For purposes of this Schedule 13D, the percent of class was calculated based on 127,548,423 shares of Common Stock outstanding as of April 15, 2025 as disclosed in the Proxy Statement.
Item 5(b) of the Prior Schedule 13D is hereby amended and restated in its entirety as follows: Redmile Group, LLC: (1) Sole Voting Power: 0 (2) Shared Voting Power: 8,335,116 (3) Sole Dispositive Power: 0 (4) Shared Dispositive Power: 8,335,116 Jeremy C. Green: (1) Sole Voting Power: 0 (2) Shared Voting Power: 8,335,116 (3) Sole Dispositive Power: 0 (4) Shared Dispositive Power: 8,335,116 Redmile Biopharma Investments II, L.P.: (1) Sole Voting Power: 0 (2) Shared Voting Power: 6,267,205 (3) Sole Dispositive Power: 0 (4) Shared Dispositive Power: 6,267,205
Redmile Biopharma Investments II, L.P. ceased to be a beneficial owner of more than five percent of the Issuer's Common Stock as of March 18, 2025, at which time the reported number of the issuer's outstanding shares reduced the reporting person's beneficial ownership interest below five percent.
See the response to Item 4.