FORM 4
☐ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Darwin Global Management, Ltd.		 2. Issuer Name and Ticker or Trading Symbol

Ambrx Biopharma Inc. [ AMAM ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

WHITLEY CHAMBERS, DON STREET		 3. Date of Earliest Transaction (MM/DD/YYYY)

6/27/2023
(Street)

ST. HELIER, Y9 JE2 4TR		 4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person
(City)        (State)        (Zip)
Rule 10b5-1(c) Transaction Indication
☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
American Depository Shares ("ADSs") (1)$0 6/27/2023  P   5384063     (1) (1)Ordinary Shares 37688441 $13.93 16688636 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 neficial 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
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Darwin Global Management, Ltd.
WHITLEY CHAMBERS
DON STREET
ST. HELIER, Y9 JE2 4TR
X

Darwin Global Master Fund, Ltd.
C/O OGIER GLOBAL (CAYMAN) LIMITED
89 NEXUS WAY, CAMANA BAY
GRAND CAYMAN, E9 KY1-9009
X

Trehan Abhishek
WHITELEY CHAMBERS
DON STREET
ST. HELIER, Y9 JE2 4TR
X
Signatures
Darwin Global Management, Ltd. By: /s/ John Legge, Director and Chief Financial Officer6/28/2023
**Signature of Reporting PersonDate

/s/ Abhishek Trehan6/28/2023
**Signature of Reporting PersonDate

Darwin Global Master Fund, Ltd. By: Darwin Global Management, Ltd, its investment manager By: /s/ John Legge, Director and Chief Financial Officer6/28/2023
**Signature of Reporting PersonDate
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 4(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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