Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

GTCR INVESTMENT XI LLC

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)

(Last)

(First)

(Middle)

C/O GTCR, LLC, 300 N. LASALLE SUITE 5600

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2024

(Street)

CHICAGO, IL 60654

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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 Underlying Securities
(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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Common Units

⁽¹⁾

05/28/2024

8,409,946

⁽¹⁾

Class A common stock

8,409,946

⁽¹⁾

110,684,080

See footnotes ⁽¹⁾ ⁽⁴⁾ ⁽⁷⁾ ⁽⁸⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GTCR INVESTMENT XI LLC C/O GTCR, LLC 300 N. LASALLE SUITE 5600 CHICAGO, IL 60654	X	X
MARAVAI LIFE SCIENCES HOLDINGS, LLC C/O MARAVAI LIFESCIENCES HOLDINGS, INC. 10770 WATERIDGE CIRCLE SUITE 200 SAN DIEGO, CA 92121	X	X
MARAVAI LIFE SCIENCES HOLDINGS 2, LLC C/O MARAVAI LIFESCIENCES HOLDINGS, INC. 10770 WATERIDGE CIRCLE SUITE 200 SAN DIEGO, CA 92121	X	X
GTCR FUND XI/B LP C/O GTCR, LLC 300 N. LASALLE SUITE 5600 CHICAGO, IL 60654	X	X
GTCR FUND XI/C LP C/O GTCR, LLC 300 N. LASALLE SUITE 5600 CHICAGO, IL 60654	X	X
GTCR CO-INVEST XI LP C/O GTCR, LLC 300 N. LASALLE SUITE 5600 CHICAGO, IL 60654	X	X
GTCR PARTNERS XI/A&C LP C/O GTCR, LLC 300 N. LASALLE SUITE 5600 CHICAGO, IL 60654	X	X
GTCR PARTNERS XI/B LP C/O GTCR, LLC 300 N. LASALLE SUITE 5600 CHICAGO, IL 60654	X	X

Signatures

/s/ Kevin Herde, as chief financial officer of Maravai Life Sciences Holdings, LLC		05/30/2024
^**Signature of Reporting Person		Date
/s/ Kevin Herde, as chief financial officer of Maravai Life Sciences Holdings 2, LLC		05/30/2024
^**Signature of Reporting Person		Date
/s/ Jeffrey Wright, by power of attorney for GTCR Fund XI/B LP		05/30/2024
^**Signature of Reporting Person		Date
/s/ Jeffrey Wright, by power of attorney for GTCR Fund XI/C LP		05/30/2024
^**Signature of Reporting Person		Date
/s/ Jeffrey Wright, by power of attorney for GTCR Co-Invest XI LP		05/30/2024
^**Signature of Reporting Person		Date
/s/ Jeffrey Wright, by power of attorney for GTCR Partners XI/A&C LP		05/30/2024
^**Signature of Reporting Person		Date
/s/ Jeffrey Wright, by power of attorney for GTCR Partners XI/B LP		05/30/2024
^**Signature of Reporting Person		Date
/s/ Jeffrey Wright, by power of attorney for GTCR Investment XI LLC		05/30/2024
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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.

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