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