SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Berkman Charles S
(Last) (First) (Middle)
5980 HORTON STREET, SUITE 600
(Street)
EMERYVILLE CA 94608
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
OmniAb Operations, Inc. [ NONE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CLO & Secretary
3. Date of Earliest Transaction (Month/Day/Year)
11/01/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/01/2022 A 15,409(1) A $0.00 52,587(2)(3) D
Common Stock 11/01/2022 D(4) 52,587 D (4) 0 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $50.96 11/01/2022 A 35,810 (5) 05/05/2032 Common Stock 35,810 $0.00 35,810 D
Stock Option $50.96 11/01/2022 D(4) 35,810 (5) 05/05/2032 Common Stock 35,810 (4) 0 D
Stock Option $31.62 11/01/2022 D(4) 1,701(3) (6) 02/10/2025 Common Stock 1,701 (4) 0 D
Stock Option $48.21 11/01/2022 D(4) 3,627(3) (6) 02/11/2026 Common Stock 3,627 (4) 0 D
Stock Option $56.41 11/01/2022 D(4) 5,966(3) (6) 02/24/2027 Common Stock 5,966 (4) 0 D
Stock Option $89.36 11/01/2022 D(4) 8,117(3) (6) 03/02/2028 Common Stock 8,117 (4) 0 D
Stock Option $66.3 11/01/2022 D(4) 12,797(3) (7) 02/11/2029 Common Stock 12,797 (4) 0 D
Stock Option $53.77 11/01/2022 D(4) 15,043(3) (8) 02/13/2030 Common Stock 15,043 (4) 0 D
Stock Option $99.75 11/01/2022 D(4) 6,076(3) (9) 02/03/2031 Common Stock 6,076 (4) 0 D
Explanation of Responses:
1. Includes 9,564 restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock and does not expire.
2. Includes 26,789 shares of the Issuer's Common Stock received by the Reporting Person in connection with a pro-rata distribution in-kind from Ligand Pharmaceuticals Incorporated, which was exempt from reporting pursuant to Rule 16a-9.
3. Includes securities that were adjusted pursuant to an anti-dilution provision in connection with the separation of the Issuer from Ligand Pharmacueticals Incorporated on November 1, 2022.
4. Pursuant to the business combination of Avista Public Acquisition Corp. II (after consummation of the transaction contemplated here, "New OmniAb") and the Issuer, as contemplated by an agreement and plan of merger, dated March 23, 2022 (the "Merger Agreement"), each share of common stock, option and award of restricted stock unit of the Issuer will automatically convert into the right to receive securities of New OmniAb with the same terms and conditions in accordance with exchange ratios described in the Merger Agreement.
5. The stock option vests and is exercisable as to 12.5% of the underlying shares on August 5, 2022, and in 42 substantially equal monthly installments thereafter.
6. The stock option is fully vested and exercisable.
7. The stock option vests and is exercisable as to 12.5% of the underlying shares on August 11, 2019, and in 42 substantially equal monthly installments thereafter.
8. The stock option vests and is exercisable as to 12.5% of the underlying shares on August 13, 2020, and in 42 substantially equal monthly installments thereafter.
9. The stock option vests and is exercisable as to 12.5% of the underlying shares on August 3, 2021, and in 42 substantially equal monthly installments thereafter.
Remarks:
/s/ Charles S. Berkman 11/03/2022
** 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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