SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
GTCR INVESTMENT XI LLC
(Last) (First) (Middle)
C/O GTCR, LLC
300 N. LASALLE SUITE 5600
(Street)
CHICAGO IL 60654
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MARAVAI LIFESCIENCES HOLDINGS, INC. [ MRVI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/28/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class B common stock 05/28/2024 D(1) 8,409,946 D (1) 110,684,080(2) I See footnotes(3)(4)(7)(8)
Class A common stock 05/28/2024 C(1) 8,409,946 A (1) 30,090,979 I See footnotes(7)(8)
Class A common stock 05/28/2024 S 9,940,974(5) D $9.815 20,150,005(6) I See footnotes(7)(8)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Units (1) 05/28/2024 C 8,409,946 (1) (1) Class A common stock 8,409,946 (1) 110,684,080 I See footnotes(1)(4)(7)(8)
1. Name and Address of Reporting Person*
GTCR INVESTMENT XI LLC
(Last) (First) (Middle)
C/O GTCR, LLC
300 N. LASALLE SUITE 5600
(Street)
CHICAGO IL 60654
(City) (State) (Zip)
1. Name and Address of Reporting Person*
MARAVAI LIFE SCIENCES HOLDINGS, LLC
(Last) (First) (Middle)
C/O MARAVAI LIFESCIENCES HOLDINGS, INC.
10770 WATERIDGE CIRCLE SUITE 200
(Street)
SAN DIEGO CA 92121
(City) (State) (Zip)
1. Name and Address of Reporting Person*
MARAVAI LIFE SCIENCES HOLDINGS 2, LLC
(Last) (First) (Middle)
C/O MARAVAI LIFESCIENCES HOLDINGS, INC.
10770 WATERIDGE CIRCLE SUITE 200
(Street)
SAN DIEGO CA 92121
(City) (State) (Zip)
1. Name and Address of Reporting Person*
GTCR FUND XI/B LP
(Last) (First) (Middle)
C/O GTCR, LLC
300 N. LASALLE SUITE 5600
(Street)
CHICAGO IL 60654
(City) (State) (Zip)
1. Name and Address of Reporting Person*
GTCR FUND XI/C LP
(Last) (First) (Middle)
C/O GTCR, LLC
300 N. LASALLE SUITE 5600
(Street)
CHICAGO IL 60654
(City) (State) (Zip)
1. Name and Address of Reporting Person*
GTCR CO-INVEST XI LP
(Last) (First) (Middle)
C/O GTCR, LLC
300 N. LASALLE SUITE 5600
(Street)
CHICAGO IL 60654
(City) (State) (Zip)
1. Name and Address of Reporting Person*
GTCR PARTNERS XI/A&C LP
(Last) (First) (Middle)
C/O GTCR, LLC
300 N. LASALLE SUITE 5600
(Street)
CHICAGO IL 60654
(City) (State) (Zip)
1. Name and Address of Reporting Person*
GTCR PARTNERS XI/B LP
(Last) (First) (Middle)
C/O GTCR, LLC
300 N. LASALLE SUITE 5600
(Street)
CHICAGO IL 60654
(City) (State) (Zip)
Explanation of Responses:
1. Pursuant to the Exchange Agreement, dated as of November 19, 2020, by and among Maravai LifeSciences Holdings, Inc. (the "Issuer"), Maravai Topco Holdings, LLC ("Topco LLC") and Maravai Life Sciences Holdings, LLC ("MLSH 1") (the "Exchange Agreement"), the units in Topco LLC (the "Common Units") (together with an equal number of shares of Class B common stock, par value $0.01 per share, of the Issuer (the "Class B common stock")) are exchangeable for shares of Class A common stock, par value $0.01 per share, of the Issuer (the "Class A common stock") on a one-for-one basis. The Common Units do not expire.
2. Represents 110,684,080 shares of Class B common stock held directly by MLSH 1.
3. Shares of Class B common stock confer no economic rights on the holders thereof. Except as provided in the Issuer's Amended and Restated Certificate of Incorporation or as otherwise required by applicable law, holders of Class B common stock will be entitled to one vote per share on all matters to be voted on by holders of the Issuer's Class A common stock. Upon exchange of Common Units that are held by MLSH 1 and reported in Table II hereof, an equal number of shares of Class B common stock will be delivered to the Issuer and cancelled for no consideration.
4. Represents Class B common stock and Common Units held directly by MLSH 1 after giving effect to the exchange of 8,409,946 Common Units (and cancellation of an equal number of shares of Class B common stock) for 8,409,946 shares of Class A common stock.
5. Represents (i) 8,409,946 shares of Class A common stock sold by MLSH 1 and (ii) 1,531,028 shares of Class A common stock sold by Maravai Life Sciences Holdings 2, LLC ("MLSH 2").
6. Represents 20,150,005 shares of Class A common stock held directly by MLSH 2.
7. MLSH 1 and MLSH 2 are each managed by a board of managers. GTCR Fund XI/C LP ("GTCR Fund XI/C") controls the board of managers of MLSH 2. GTCR Fund XI/B LP ("GTCR Fund XI/B") and GTCR Co-Invest XI LP ("GTCR Co-Invest XI") control the board of managers of MLSH 1. GTCR Partners XI/A&C LP ("GTCR Partners XI/A&C") is the general partner of GTCR Fund XI/C. 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 each of GTCR Co-Invest XI, GTCR Partners XI/A&C 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, David A. Donnini, Constantine S. Mihas and Collin E. Roche, and no single person has voting or dispositive authority over the Class A common stock or Class B common stock held of record by MLSH 1 and MLSH 2.
8. 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 shares of Class A common stock held of record by MLSH 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 shares of Class B common stock held of record by MLSH 1 and each of the individual members of the GTCR Board of Managers disclaims beneficial ownership of the shares held of record by MLSH 1 and MLSH 2 except to the extent of his pecuniary interest therein.
Remarks:
Each of the reporting persons is a director-by-deputization solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.
/s/ Kevin Herde, as chief financial officer of Maravai Life Sciences Holdings, LLC 05/30/2024
/s/ Kevin Herde, as chief financial officer of Maravai Life Sciences Holdings 2, LLC 05/30/2024
/s/ Jeffrey Wright, by power of attorney for GTCR Fund XI/B LP 05/30/2024
/s/ Jeffrey Wright, by power of attorney for GTCR Fund XI/C LP 05/30/2024
/s/ Jeffrey Wright, by power of attorney for GTCR Co-Invest XI LP 05/30/2024
/s/ Jeffrey Wright, by power of attorney for GTCR Partners XI/A&C LP 05/30/2024
/s/ Jeffrey Wright, by power of attorney for GTCR Partners XI/B LP 05/30/2024
/s/ Jeffrey Wright, by power of attorney for GTCR Investment XI LLC 05/30/2024
** Signature of Reporting Person Date

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