Casdin Partners Master Fund, L.P. - Jul 21, 2021 Form 3 Insider Report for Absci Corp (ABSI)

Role: Director, 10%+ Owner
Signature: Casdin Partners Master Fund, L.P., By: Casdin Partners GP, LLC, Its: General Partner, By: /s/ Eli Casdin, Its: Managing Member
Stock symbol: ABSI
Transactions as of: Jul 21, 2021
Transactions value $: $0
Form type: 3
Date filed: 7/21/2021, 08:53 PM
Previous filing: Jun 22, 2021
Next filing: Jul 28, 2021

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	ABSI	Series E Preferred Stock	Jul 21, 2021	Common Stock	4.21M		Direct	F1, F2
holding	ABSI	Convertible Note	Jul 21, 2021	Common Stock	973K	$13.12	Direct	F2, F3
holding	ABSI	Convertible Note	Jul 21, 2021	Common Stock	973K	$13.12	By Casdin Private Growth Equity Fund, L.P.	F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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 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 E Preferred Stock has no expiration date.
F2	These shares are held by Casdin Partners Master Fund, L.P. Casdin Capital, LLC ("Casdin Capital") is the investment adviser to Casdin Partners Master Fund, L.P., and Casdin Partners GP, LLC ("Casdin Partners GP") is the general partner of Casdin Partners Master Fund, L.P. Eli Casdin is the managing member of Casdin Capital and Casdin Partners GP. Each of Casdin Capital, Casdin Partners GP and Eli Casdin disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein, if any. Eli Casdin is a director of the Issuer and, accordingly, files separate Section 16 reports.
F3	This convertible promissory note ("Convertible Note") has a maturity date of September 16, 2023. The principal and accrued interest under the Convertible Note will convert upon the closing of the IPO into shares of Common Stock at a conversion price equal to $13.12 per share without payment of additional consideration.
F4	These shares are held by Casdin Private Growth Equity Fund, L.P. Casdin Capital is the investment adviser to Casdin Private Growth Equity Fund, L.P. and Casdin Private Growth Equity Fund GP, LLC ("Casdin Private Growth GP") is the general partner of Casdin Private Growth Equity Fund, L.P. Eli Casdin is the managing member of Casdin Capital and Casdin Private Growth GP. Each of Casdin Capital, Casdin Private Growth GP and Eli Casdin disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein, if any. Eli Casdin is a director of the Issuer and, accordingly, files separate Section 16 reports.

Remarks:

Eli Casdin has been deputized to represent the Reporting Persons on the board of directors of the Issuer. By virtue of Mr. Casdin's representation, for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act"), each of the Reporting Persons may be deemed directors by deputization of the Issuer. Mr. Casdin files separate Section 16 reports disclosing securities of the Issuer that he may be deemed to beneficially own for Section 16 purposes.