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