0001645842-22-000131.txt : 20221019 0001645842-22-000131.hdr.sgml : 20221019 20221019180149 ACCESSION NUMBER: 0001645842-22-000131 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: Singh Enakshi CENTRAL INDEX KEY: 0001846617 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40354 FILM NUMBER: 221319386 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_166621689148411.xml FORM 4 X0306 4 2022-10-19 1 0001645842 Zymergen Inc. ZY 0001846617 Singh Enakshi 5959 HORTON STREET, SUITE 700 EMERYVILLE CA 94608 0 1 0 0 Chief Financial Officer Common Stock 2022-10-19 4 D 0 462241 D 0 D Stock Options 4.47 2022-10-19 4 D 0 81132 0 D 2027-08-10 Common Stock 81132.0 0 D Stock Options 10.0 2022-10-19 4 D 0 154000 0 D 2031-10-26 Common Stock 154000.0 0 D Stock Options 26.88 2022-10-19 4 D 0 173913 0 D 2031-02-17 Common Stock 173913.0 0 D Stock Options 10.14 2022-10-19 4 D 0 49233 0 D 2030-09-16 Common Stock 49233.0 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. At the effective time (the "Effective time") all outstanding unvested Issuer RSUs were cancelled and converted into RSUs of Ginkgo with respect to the number of shares of Class A common stock of Ginkgo determined by multiplying (i) the number of shares of Issuer common stock subject to such unvested Issuer RSUs as of immediately prior to the Effective Time by (ii) the Merger Consideration, rounded down to the nearest whole share, and otherwise subject to the same terms and conditions as were applicable to the Issuer RSUs immediately prior to the Effective Time (including applicable vesting conditions). 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