0000899243-21-036665.txt : 20210920 0000899243-21-036665.hdr.sgml : 20210920 20210920213612 ACCESSION NUMBER: 0000899243-21-036665 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210916 FILED AS OF DATE: 20210920 DATE AS OF CHANGE: 20210920 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Canton Barry CENTRAL INDEX KEY: 0001882756 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40097 FILM NUMBER: 211264635 MAIL ADDRESS: STREET 1: C/O GINKGO BIOWORKS, INC. STREET 2: 27 DRYDOCK AVENUE, 8TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Ginkgo Bioworks Holdings, Inc. CENTRAL INDEX KEY: 0001830214 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 872652913 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 27 DRYDOCK AVENUE STREET 2: 8TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: (877) 442-5362 MAIL ADDRESS: STREET 1: 27 DRYDOCK AVENUE STREET 2: 8TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 FORMER COMPANY: FORMER CONFORMED NAME: Soaring Eagle Acquisition Corp. DATE OF NAME CHANGE: 20210210 FORMER COMPANY: FORMER CONFORMED NAME: Spinning Eagle Acquisition Corp. DATE OF NAME CHANGE: 20201027 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-09-16 0 0001830214 Ginkgo Bioworks Holdings, Inc. DNA 0001882756 Canton Barry C/O GINKGO BIOWORKS HOLDINGS, INC. 27 DRYDOCK AVENUE BOSTON MA 02210 0 0 1 0 Class B Common Stock Class A Common Stock 3093797 D Class B Common Stock Class A Common Stock 3093797 I By Spouse Class B Common Stock Class A Common Stock 70389783 I By Reshma Padmini Shetty Living Trust Class B Common Stock Class A Common Stock 8245491 I By Reshma Padmini Shetty GRAT Class B Common Stock Class A Common Stock 70389783 I By Bartholomew Canton Living Trust Class B Common Stock Class A Common Stock 8245491 I By Bartholomew Canton GRAT Class B Common Stock Class A Common Stock 1291794 I By The Asha S. Canton Irrevocable Trust Class B Common Stock Class A Common Stock 1291794 I By The Adhira S. Canton Irrevocable Trust Shares of the Class B Common Stock may be converted into shares of Class A Common Stock, on a one-to-one basis, at the option of the holder at any time and have no expiration date. Reflects earn-out shares that will vest in four substantially equal installments if the Issuer's Class A Common Stock achieves a price per share for any period of 20 trading days out of 30 consecutive trading days prior to September 16, 2026 that equals or exceeds the following thresholds: $12.50, $15.00, $17.50 and $20.00. Includes 7,541,578 earn-out shares that will vest in four substantially equal installments if the Issuer's Class A Common Stock achieves a price per share for any period of 20 trading days out of 30 consecutive trading days prior to September 16, 2026 that equals or exceeds the following thresholds: $12.50, $15.00, $17.50 and $20.00. Includes 883,423 earn-out shares that will vest in four substantially equal installments if the Issuer's Class A Common Stock achieves a price per share for any period of 20 trading days out of 30 consecutive trading days prior to September 16, 2026 that equals or exceeds the following thresholds: $12.50, $15.00, $17.50 and $20.00. Includes 7,541,578 earn-out shares that will vest in four substantially equal installments if the Issuer's Class A Common Stock achieves a price per share for any period of 20 trading days out of 30 consecutive trading days prior to September 16, 2026 that equals or exceeds the following thresholds: $12.50, $15.00, $17.50 and $20.00. Includes 883,423 earn-out shares that will vest in four substantially equal installments if the Issuer's Class A Common Stock achieves a price per share for any period of 20 trading days out of 30 consecutive trading days prior to September 16, 2026 that equals or exceeds the following thresholds: $12.50, $15.00, $17.50 and $20.00. Includes 138,403 earn-out shares that will vest in four substantially equal installments if the Issuer's Class A Common Stock achieves a price per share for any period of 20 trading days out of 30 consecutive trading days prior to September 16, 2026 that equals or exceeds the following thresholds: $12.50, $15.00, $17.50 and $20.00. Includes 138,403 earn-out shares that will vest in four substantially equal installments if the Issuer's Class A Common Stock achieves a price per share for any period of 20 trading days out of 30 consecutive trading days prior to September 16, 2026 that equals or exceeds the following thresholds: $12.50, $15.00, $17.50 and $20.00. Exhibit 24 - Power of Attorney. /s/ Karen Tepichin, Attorney-in-fact 2021-09-20 EX-24 2 attachment1.htm EX-24 DOCUMENT

                                                                      EXHIBIT 24
                                  POWER OF ATTORNEY

     With respect to holdings of and transactions in securities issued by Ginkgo
Bioworks Holdings, Inc. (the "Company"), the undersigned hereby constitutes and
appoints the individuals named on Annex A attached hereto and as may be amended
from time to time, or any of them signing singly, with full power of
substitution and resubstitution, to act as the undersigned's true and lawful
attorney-in-fact to:

     1.   prepare, execute in the undersigned's name and on the undersigned's
          behalf, and submit to the United States Securities and Exchange
          Commission (the "SEC") a Form ID, including amendments thereto, and
          any other documents necessary or appropriate to obtain and/or
          regenerate codes and passwords enabling the undersigned to make
          electronic filings with the SEC of reports required by Section 16(a)
          of the Securities Exchange Act of 1934, as amended, or any rule or
          regulation of the SEC;

     2.   execute for and on behalf of the undersigned, Forms 3, 4, and 5 in
          accordance with Section 16 of the Securities Exchange Act of 1934, as
          amended, and the rules thereunder;

     3.   do and perform any and all acts for and on behalf of the
          undersigned which may be necessary or desirable to complete and
          execute any such Form 3, 4, or 5, complete and execute any amendment
          or amendments thereto, and timely file such form with the SEC and any
          stock exchange or similar authority; and

     4.   take any other action of any type whatsoever in connection with the
          foregoing which, in the opinion of such attorney-in-fact, may be of
          benefit to, in the best interest of, or legally required by, the
          undersigned, it being understood that the documents executed by such
          attorney-in-fact on behalf of the undersigned pursuant to this Power
          of Attorney shall be in such form and shall contain such terms and
          conditions as such attorney-in-fact may approve in such attorney-in-
          facts discretion.

     The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution and
resubstitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted.

     The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934, as amended.

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 8th day of September, 2021.

                                        Signature:     /s/ Bartholomew Canton
                                                       ----------------------
                                        Print Name:    Bartholomew Canton


                                    Annex A

        Individuals Appointed as Attorney-in-Fact with Full Power of
Substitution and Resubstitution

1.    Jason Kelly
2.    Reshma Shetty
3.    Mark Dmytruk
4.    Karen Tepichin