0001645842-22-000130.txt : 20221019 0001645842-22-000130.hdr.sgml : 20221019 20221019180040 ACCESSION NUMBER: 0001645842-22-000130 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221019 FILED AS OF DATE: 20221019 DATE AS OF CHANGE: 20221019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Serber Zachariah CENTRAL INDEX KEY: 0001845655 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40354 FILM NUMBER: 221319384 MAIL ADDRESS: STREET 1: 5980 HORTON ST., STE 105 CITY: EMERYVILLE STATE: CA ZIP: 94608 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Zymergen Inc. CENTRAL INDEX KEY: 0001645842 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 462942439 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5959 HORTON STREET, SUITE 700 CITY: EMERYVILLE STATE: CA ZIP: 94608 BUSINESS PHONE: (415) 801-8073 MAIL ADDRESS: STREET 1: 5959 HORTON STREET, SUITE 700 CITY: EMERYVILLE STATE: CA ZIP: 94608 FORMER COMPANY: FORMER CONFORMED NAME: Zymergen, Inc. DATE OF NAME CHANGE: 20150622 4 1 wf-form4_166621682514602.xml FORM 4 X0306 4 2022-10-19 1 0001645842 Zymergen Inc. ZY 0001845655 Serber Zachariah 5959 HORTON STREET, SUITE 700 EMERYVILLE CA 94608 1 0 0 0 Common Stock 2022-10-19 4 D 0 2551685 D 0 D Common Stock 2022-10-19 4 D 0 40000 D 0 I See Footnote Common Stock 2022-10-19 4 D 0 40000 D 0 I See Footnote Stock Options 26.88 2022-10-19 4 D 0 63768 0 D 2031-02-17 Common Stock 63768.0 0 D Stock Options 4.47 2022-10-19 4 D 0 148742 0 D 2027-07-01 Common Stock 148742.0 0 D Stock Options 31.0 2022-10-19 4 D 0 458333 0 D 2031-04-21 Common Stock 458333.0 0 D Pursuant to the Agreement and Plan of Merger, dated as of July 24, 2022 (the "Merger Agreement"), by and among Ginkgo Bioworks Holdings, Inc. ("Ginkgo"), Pepper Merger Subsidiary Inc. and the Issuer, each share of the Issuer's common stock was cancelled and converted into a right to receive 0.9179 of a share of Class A common stock of Ginkgo (the "Merger Consideration"), together with cash in lieu of any fractional shares of Class A common stock of Ginkgo. Pursuant to the Merger Agreement, at the effective time of the merger (the "Effective Time"), all outstanding vested Issuer restricted stock units ("RSUs") (including after giving effect to any acceleration of vesting to which the Issuer RSUs were entitled as of immediately prior to the Effective Time) were cancelled and converted into a right to receive the Merger Consideration in respect of such Issuer RSUs and cash in lieu of any fractional shares of Class A common stock of Ginkgo. Held by the Rorik Serber 2021 Irrevocable Trust. Held by spouse as custodian for children under the California Uniform Transfer to Minors Act. Immediately prior to the Effective Time, all outstanding Issuer stock options vested in full pursuant to the terms of the agreements governing such stock options. Pursuant to the Merger Agreement, at the Effective Time, each Issuer stock option with an exercise price per share equal to or greater than the Merger Consideration Value (as defined in the Merger Agreement) was cancelled for no consideration. /s/ Celeste Ferber, attorney-in-fact 2022-10-19