GTCR CO-INVEST XI LP 4
4 · MARAVAI LIFESCIENCES HOLDINGS, INC. · Filed Jan 24, 2023
Insider Transaction Report
Form 4
GTCR INVESTMENT XI LLC
Director10% Owner
Transactions
- Disposition to Issuer
Common Units
2023-01-22−4,575,170→ 119,094,026 total(indirect: See footnotes)→ Class A Common Stock (4,575,170 underlying) - Disposition to Issuer
Class B Common Stock
2023-01-22−4,575,170→ 119,094,026 total(indirect: See footnotes)
Footnotes (6)
- [F1]Reflects shares of the Class B common stock, par value $0.01 per share (the "Class B Common Stock"), of Maravai LifeSciences Holdings, Inc.'s (the "Issuer") forfeited by Maravai Life Sciences Holdings, LLC ("MLSH 1") for no consideration.
- [F2]Reflects shares of the Class B Common Stock held directly by 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 LLC ("GTCR Investment XI") is the general partner of GTCR Co-Invest XI and GTCR Partners XI/B. GTCR Investment XI is managed by a board of managers (the "GTCR Board of Managers") consisting of Mark M. Anderson, Aaron D. Cohen, Sean L. Cunningham, Benjamin J. Daverman, David A. Donmini, Constantine S. Mihas and Collin E. Roche, and no single person has voting or dispositive authority over the Class B Common Stock held directly by MLSH 1.
- [F3](Continued From Footnote 2) 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 Common Stock held directly by MLSH 1, and each of the individual members of the GTCR Board of Managers disclaims beneficial ownership of the Class B Common Stock held directly by MLSH 1 except to the extent of the pecuniary interest therein.
- [F4]Pursuant to the Exchange Agreement dated November 19, 2020, by and among the Issuer, Maravai Topco Holdings, LLC ("Topco LLC") and MLSH 1 (the "Exchange Agreement"), units of Topco LLC (the "Common Units") (together with one share of Class B Common Stock for every Common Unit) are exchangeable for one share of the Issuer's Class A common stock, par value $0.01 per share (the "Class A Common Stock"), or for cash from a substantially concurrent public offering or private sale (based on the price of the Issuer's Class A common stock in such public offering or private sale). Common Units do not expire.
- [F5]Reflects Common Units which were forfeited by MLSH 1 for no consideration.
- [F6]Reflects Common Units owned directly by MLSH 1. Each Common Unit is exchangeable for one share of Class A Common Stock pursuant to the Exchange Agreement.