0000899243-21-036681.txt : 20210920 0000899243-21-036681.hdr.sgml : 20210920 20210920214723 ACCESSION NUMBER: 0000899243-21-036681 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210916 FILED AS OF DATE: 20210920 DATE AS OF CHANGE: 20210920 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dmytruk Mark E. CENTRAL INDEX KEY: 0001873507 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40097 FILM NUMBER: 211264646 MAIL ADDRESS: STREET 1: C/O SOARING EAGLE ACQUISITION CORP. STREET 2: 955 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10075 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-09-16 0 0001830214 Ginkgo Bioworks Holdings, Inc. DNA 0001873507 Dmytruk Mark E. C/O GINKGO BIOWORKS HOLDINGS, INC. 27 DRYDOCK AVENUE BOSTON MA 022 0 1 0 0 Chief Financial Officer Class B Common Stock 2021-09-16 4 A 0 314097 A Class A Common Stock 314097 314097 D 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. Pursuant to the business combination of Soaring Eagle Acquisition Corp. and Ginkgo Bioworks, Inc. ("Legacy Ginkgo"), as contemplated by an agreement and plan of merger, dated May 11, 2021 as amended on May 14, 2021 (the "Merger Agreement"), each share of Class A common stock of Legacy Ginkgo, each share of Class B common stock of Legacy Ginkgo, each option of Legacy Ginkgo under Legacy Ginkgo's stock incentive plans, each award of restricted common stock of Legacy Ginkgo under Legacy Ginkgo's stock incentive plans, and each award of restricted stock units of Legacy Ginkgo under Legacy Ginkgo's stock incentive plans, in each case outstanding immediately prior to the effective time of the business combination, received a proportional amount of the approximately 188.7 million earn-out shares. 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. /s/ Karen Tepichin, Attorney-in-fact 2021-09-20