[SCHEDULE 13G] OmniAb, Inc. SEC Filing
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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OmniAB, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
68218J103 (CUSIP Number) |
06/12/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. | 68218J103 |
| 1 | Names of Reporting Persons
Ash X LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,414,204.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. | 68218J103 |
| 1 | Names of Reporting Persons
RLG GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,414,204.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | 68218J103 |
| 1 | Names of Reporting Persons
RLG Capco II LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,085,960.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | 68218J103 |
| 1 | Names of Reporting Persons
Robert Goldstein | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,500,164.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
OmniAB, Inc. | |
| (b) | Address of issuer's principal executive offices:
5980 Horton Street, Suite 600, Emeryville, California, 94608 | |
| Item 2. | ||
| (a) | Name of person filing:
(i) Ash X LP ("Ash X"), (ii) RLG GP LLC ("RLG GP"), (iii) RLG Capco II LLC ("RLG Capco II"), and (iv) Robert Goldstein (collectively, the "Reporting Persons") | |
| (b) | Address or principal business office or, if none, residence:
For each of the Reporting Persons: 825 Third Avenue, Floor 17, New York, New York 10022. | |
| (c) | Citizenship:
(i) Ash X is a Delaware limited partnership, (ii) RLG GP is a Delaware limited liability company, (iii) RLG Capco II is a Delaware limited liability company, and (iv) Robert Goldstein is a United States citizen. | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
68218J103 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Ash X is the direct holder and beneficial owner of 5,414,204 shares of Common Stock, par value $0.0001 per share ("Common Stock") of OmniAB, Inc. (the "Issuer"). As the General Partner of Ash X, RLG GP may be deemed to exercise voting and investment power over such shares of Common Stock of the Issuer directly held by Ash X and thus may be deemed to beneficially own such shares of Common Stock. As the Managing Member of RLG GP, Robert Goldstein may be deemed to exercise voting and investment power over such shares of Common Stock of the Issuer directly held by Ash X and thus may be deemed to beneficially own such shares of Common Stock. RLG Capco II is the direct holder and beneficial owner of 1,085,960 shares of Common Stock of the Issuer. As the Manager of RLG Capco II, Robert Goldstein may be deemed to exercise voting and investment power over such shares of Common Stock of the Issuer held directly by RLG Capco II and thus may be deemed to beneficially own such shares of Common Stock. | |
| (b) | Percent of class:
As of the date hereof, Ash X and RLG GP may each be deemed to beneficially own approximately 4.4% of the shares of Common Stock of the Issuer outstanding. As of the date hereof, RLG Capco II may be deemed to beneficially own approximately 0.9% of the shares of Common Stock of the Issuer outstanding. As of the date hereof, Robert Goldstein may be deemed to beneficially own approximately 5.3% of the shares of Common Stock of the Issuer outstanding. Such percentages are based on 122,335,336 shares of Common Stock outstanding as of May 1, 2025, as disclosed in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on May 8, 2025. | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
As of the date hereof, Ash X and RLG GP may each be deemed to have sole power to vote or to direct the vote of 5,414,204 shares of Common Stock of the Issuer. As of the date hereof, RLG Capco II may be deemed to have sole power to vote or to direct the vote of 1,085,960 shares of Common Stock of the Issuer. As of the date hereof, Robert Goldstein may be deemed to have sole power to vote or to direct the vote of 6,500,164 shares of Common Stock of the Issuer. | ||
| (ii) Shared power to vote or to direct the vote:
As of the date hereof, each of the Reporting Persons may be deemed to have shared power to vote or to direct the vote of 0 shares of Common Stock of the Issuer. | ||
| (iii) Sole power to dispose or to direct the disposition of:
As of the date hereof, Ash X and RLG GP may each be deemed to have sole power to dispose or to direct the disposition of 5,414,204 shares of Common Stock of the Issuer. As of the date hereof, RLG Capco II may be deemed to have sole power to dispose or to direct the disposition of 1,085,960 shares of Common Stock of the Issuer. As of the date hereof, Robert Goldstein may be deemed to have sole power to dispose or to direct the disposition of 6,500,164 shares of Common Stock of the Issuer. | ||
| (iv) Shared power to dispose or to direct the disposition of:
As of the date hereof, each of the Reporting Persons may be deemed to have shared power to dispose or to direct the disposition of 0 shares of Common Stock of the Issuer. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
The disclosure regarding the relationship between the Reporting Persons in Item 4 is incorporated by reference herein. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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.
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Exhibit Information
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Exhibit 99.1 Joint Filing Agreement |