SEC Form SC 13D/A filed by AbCellera Biologics Inc. (Amendment)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-l(e), 240.13d-l(f) or 240.13d-1(g), check the following box. ¨

Explanatory Note

This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) is being filed as an amendment to the statement on Schedule 13D relating to the common shares, no par value per share (“Common Shares”), of AbCellera Biologics Inc., a British Columbia corporation, as filed with the Securities and Exchange Commission (the “SEC”) on December 28, 2020 (the “Prior Schedule 13D”). All capitalized terms not otherwise defined herein shall have the meanings ascribed to the terms in the Prior Schedule 13D. This Amendment No. 1 is being filed to report that, as of the date hereof, by virtue of the issuance of additional Common Shares by the Issuer subsequent to the Prior Schedule 13D and not as a result of any transactions by any Reporting Person, the Reporting Persons collectively beneficially own less than five percent of the outstanding Common Shares. The Prior Schedule 13D is hereby amended and supplemented as follows and, except as expressly amended below, the Prior Schedule 13D remains in full force and effect.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Prior Schedule 13D is hereby amended and restated in its entirety as follows:

The information set forth in Items 2 and 3 and on the cover pages of this Amendment No. 1 is incorporated by reference in its entirety into this Item 5.

As a result of the foregoing and the relationships described in Item 2(a) of this Schedule 13D, (i) FF-VIIM may be deemed to beneficially own in the aggregate 3,773,530 Common Shares, representing approximately 1.31% of the outstanding Common Shares, (ii) FFGM may be deemed to beneficially own in the aggregate 407,017 Common Shares, representing approximately 0.14% of the outstanding Common Shares, and (iii) Mr. Thiel may be deemed to beneficially own in the aggregate 14,360,427 Common Shares, representing approximately 4.99% of the outstanding Common Shares.

The percentage of the outstanding Common Shares that may be deemed to be beneficially owned by the Reporting Persons is based on 287,686,199 Common Shares outstanding as of February 17, 2023, as reported in the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 21, 2023.

The Reporting Persons do not affirm the existence of, or membership in, a “group” within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b) thereunder, and neither the filing of this Amendment No. 1 nor any of its contents shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of any of the Common Shares referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.