Initial Statement of Beneficial Ownership (3)
08 März 2023 - 4:51PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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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1. Name and Address of Reporting Person
*
Darwin Global Management, Ltd. |
2. Date of Event Requiring Statement (MM/DD/YYYY)
1/1/2023
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3. Issuer Name and Ticker or Trading Symbol
Ambrx Biopharma Inc. [AMAM]
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(Last)
(First)
(Middle)
WHITLEY CHAMBERS, DON STREET |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Street)
ST. HELIER, Y9 JE2 4TR
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4) | 2. Amount of Securities Beneficially Owned
(Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) | 4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| American Depository Shares ("ADSs") (1) | (1) | (1) | Ordinary Shares | 53091423 | $0 | I | See footnotes (2)(3) |
| Explanation of Responses: |
| (1) | Each ADS represents 7 ordinary shares, par value $0.0001 per share ("Ordinary Shares"). |
| (2) | Securities held for the accounts of certain investment funds and accounts for which Darwin Global Management, Ltd. ("Darwin Global") acts as investment manager, including Darwin Global Master Fund, Ltd. ("Master Fund"). The sole shareholder of Darwin Global is controlled by Dr. Abhishek Trehan ("Dr. Trehan"). |
| (3) | For purposes of Section 16 of the Securities Exchange Act of 1934, each of Darwin Global, Master Fund and Dr. Trehan expressly disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that any of Darwin Global, Master Fund or Dr. Trehan is the beneficial owner of such securities for purposes of Section 16 or any other purpose. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Darwin Global Management, Ltd.
WHITLEY CHAMBERS
DON STREET
ST. HELIER, Y9 JE2 4TR |
| X |
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Signatures
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| Darwin Global Management, Ltd. By: /s/ John Legge, Director and Chief Financial Officer | | 3/8/2023 |
| **Signature of Reporting Person | Date |
| /s/ Abhishek Trehan | | 3/8/2023 |
| **Signature of Reporting Person | Date |
| Darwin Global Master Fund, Ltd. By: Darwin Global Management, Ltd, its investment manager By: /s/ John Legge, Director and Chief Financial Officer | | 3/8/2023 |
| **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 5(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). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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