4//SEC Filing
GTCR PARTNERS XI/B LP 4
Accession 0000899243-20-032274
CIK 0001823239other
Filed
Nov 26, 7:00 PM ET
Accepted
Nov 27, 4:43 PM ET
Size
24.5 KB
Accession
0000899243-20-032274
Insider Transaction Report
Form 4
GTCR INVESTMENT XI LLC
Director10% Owner
Transactions
- Disposition to Issuer
Class A Common Stock
2020-11-24$25.52/sh−1,319,148$33,658,061→ 27,646,515 total(indirect: See footnotes) - Disposition to Issuer
Common Units
2020-11-24$25.52/sh−55,823,011$1,424,324,126→ 160,974,129 total(indirect: See footnote)→ Class A Common Stock (160,974,129 underlying) - Other
Class B Common Stock
2020-11-24−7,680,852→ 160,974,129 total(indirect: See footnote)
MARAVAI LIFE SCIENCES HOLDINGS 2, LLC
Director10% Owner
Transactions
- Disposition to Issuer
Common Units
2020-11-24$25.52/sh−55,823,011$1,424,324,126→ 160,974,129 total(indirect: See footnote)→ Class A Common Stock (160,974,129 underlying) - Other
Class B Common Stock
2020-11-24−7,680,852→ 160,974,129 total(indirect: See footnote) - Disposition to Issuer
Class A Common Stock
2020-11-24$25.52/sh−1,319,148$33,658,061→ 27,646,515 total(indirect: See footnotes)
GTCR FUND XI/B LP
Director10% Owner
Transactions
- Disposition to Issuer
Class A Common Stock
2020-11-24$25.52/sh−1,319,148$33,658,061→ 27,646,515 total(indirect: See footnotes) - Disposition to Issuer
Common Units
2020-11-24$25.52/sh−55,823,011$1,424,324,126→ 160,974,129 total(indirect: See footnote)→ Class A Common Stock (160,974,129 underlying) - Other
Class B Common Stock
2020-11-24−7,680,852→ 160,974,129 total(indirect: See footnote)
GTCR FUND XI/C LP
Director10% Owner
Transactions
- Disposition to Issuer
Common Units
2020-11-24$25.52/sh−55,823,011$1,424,324,126→ 160,974,129 total(indirect: See footnote)→ Class A Common Stock (160,974,129 underlying) - Disposition to Issuer
Class A Common Stock
2020-11-24$25.52/sh−1,319,148$33,658,061→ 27,646,515 total(indirect: See footnotes) - Other
Class B Common Stock
2020-11-24−7,680,852→ 160,974,129 total(indirect: See footnote)
GTCR CO-INVEST XI LP
Director10% Owner
Transactions
- Disposition to Issuer
Class A Common Stock
2020-11-24$25.52/sh−1,319,148$33,658,061→ 27,646,515 total(indirect: See footnotes) - Disposition to Issuer
Common Units
2020-11-24$25.52/sh−55,823,011$1,424,324,126→ 160,974,129 total(indirect: See footnote)→ Class A Common Stock (160,974,129 underlying) - Other
Class B Common Stock
2020-11-24−7,680,852→ 160,974,129 total(indirect: See footnote)
GTCR PARTNERS XI/B LP
Director10% Owner
Transactions
- Other
Class B Common Stock
2020-11-24−7,680,852→ 160,974,129 total(indirect: See footnote) - Disposition to Issuer
Class A Common Stock
2020-11-24$25.52/sh−1,319,148$33,658,061→ 27,646,515 total(indirect: See footnotes) - Disposition to Issuer
Common Units
2020-11-24$25.52/sh−55,823,011$1,424,324,126→ 160,974,129 total(indirect: See footnote)→ Class A Common Stock (160,974,129 underlying)
MARAVAI LIFE SCIENCES HOLDINGS, LLC
Director10% Owner
Transactions
- Disposition to Issuer
Class A Common Stock
2020-11-24$25.52/sh−1,319,148$33,658,061→ 27,646,515 total(indirect: See footnotes) - Disposition to Issuer
Common Units
2020-11-24$25.52/sh−55,823,011$1,424,324,126→ 160,974,129 total(indirect: See footnote)→ Class A Common Stock (160,974,129 underlying) - Other
Class B Common Stock
2020-11-24−7,680,852→ 160,974,129 total(indirect: See footnote)
GTCR PARTNERS XI/A&C LP
Director10% Owner
Transactions
- Other
Class B Common Stock
2020-11-24−7,680,852→ 160,974,129 total(indirect: See footnote) - Disposition to Issuer
Common Units
2020-11-24$25.52/sh−55,823,011$1,424,324,126→ 160,974,129 total(indirect: See footnote)→ Class A Common Stock (160,974,129 underlying) - Disposition to Issuer
Class A Common Stock
2020-11-24$25.52/sh−1,319,148$33,658,061→ 27,646,515 total(indirect: See footnotes)
Footnotes (7)
- [F1]On November 24, 2020, the Issuer used a portion of the net proceeds from the closing of its initial public offering ("IPO") of Class A common stock, par value $0.01 per share (the "Class A Shares"), to repurchase 1,319,148 Class A Shares held by Maravai Life Sciences Holdings 2, LLC ("MLSH 2") and to purchase 55,823,011 common units (the "Common Units") of Maravai Topco Holdings, LLC ("Topco LLC") from Maravai Life Sciences Holdings , LLC ("MLSH 1"), who were the Issuer's pre-IPO equityholders, at a price of $25.5150 per Class A Share or Common Unit.
- [F2]Reflects Class A Shares held directly by MLSH 2. MLSH 2 is managed by a board of managers controlled by GTCR Fund XI/C LP ("GTCR Fund XI/C"). GTCR Partners XI/A&C LP ("GTCR Partners XI/A&C") is the general partner of GTCR Fund XI/C. GTCR Investment XI LLC ("GTCR Investment XI") is the general partner of GTCR Partners XI/A&C. GTCR Investment XI is managed by a board of managers (the "GTCR Board of Managers") consisting of Mark M. Anderson, Craig A. Bondy, Aaron D. Cohen, Sean L. Cunningham, Benjamin J. Daverman, David A. Donnini, Constantine S. Mihas and Collin E. Roche, and no single person has voting or dispositive authority over the Class A Shares.
- [F3](Continued From Footnote 2) Each of GTCR Partners XI/A&C, GTCR Investment XI and the GTCR Board of Managers may be deemed to share beneficial ownership of the Class A Shares held of record by MLSH 2, and each of the individual members of the GTCR Board of Managers disclaims beneficial ownership of the Class A Shares held of record by MLSH 2 except to the extent of his pecuniary interest therein.
- [F4]Reflects shares of the Issuer's Class B common stock, par value $0.01 (the "Class B Shares") forfeited and canceled for no consideration by MLSH 1 in connection with the purchase by the Issuer of the Common Units.
- [F5]Reflects Class B Shares held directly by Maravai Life Sciences Holdings, LLC ("MLSH 1"). MLSH 1 is managed by a board of managers controlled by GTCR Fund XI/B LP ("GTCR Fund XI/B") and GTCR Co-Invest XI LP ("GTCR Co-Invest XI"). GTCR Partners XI/B LP ("GTCR Partners XI/B") is the general partner of GTCR Fund XI/B. GTCR Investment XI is the general partner of GTCR Co-Invest XI and GTCR Partners XI/B. GTCR Investment XI is managed by the GTCR Board of Managers, and no single person has voting or dispositive authority over the Class B Shares. Each of GTCR Partners XI/B, GTCR Investment XI and the GTCR Board of Managers may be deemed to share beneficial ownership of the Class B shares held of record by MLSH 1, and each of the individual members of the GTCR Board of Managers disclaims beneficial ownership of the Class B shares held of record by MLSH 1 except to the extent of his pecuniary interest therein.
- [F6]Pursuant to the Exchange Agreement dated November 19, 2020, by and among the Issuer, Topco LLC and MLSH 1 (the "Exchange Agreement"), the Common Units (together with one Class B Share for every Common Unit) are exchangeable for one Class A Share. Common Units do not expire.
- [F7]Reflects Common Units owned directly by MLSH 1. Each Common Unit is exchangeable for one Class A Share pursuant to the Exchange Agreement.
Documents
Issuer
MARAVAI LIFESCIENCES HOLDINGS, INC.
CIK 0001823239
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001827959
Filing Metadata
- Form type
- 4
- Filed
- Nov 26, 7:00 PM ET
- Accepted
- Nov 27, 4:43 PM ET
- Size
- 24.5 KB