0000899243-22-033325.txt : 20221007 0000899243-22-033325.hdr.sgml : 20221007 20221007201953 ACCESSION NUMBER: 0000899243-22-033325 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211117 FILED AS OF DATE: 20221007 DATE AS OF CHANGE: 20221007 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fallon Marie E. CENTRAL INDEX KEY: 0001883686 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40097 FILM NUMBER: 221301868 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 4/A 1 doc4a.xml FORM 4/A SUBMISSION X0306 4/A 2021-11-17 2022-10-04 0 0001830214 Ginkgo Bioworks Holdings, Inc. DNA 0001883686 Fallon Marie E. C/O GINKGO BIOWORKS HOLDINGS, INC. 27 DRYDOCK AVENUE BOSTON MA 02210 0 1 0 0 See remarks Class A Common Stock 2022-09-30 4 M 0 6134 A 6134 D Class A Common Stock 2022-10-01 4 M 0 226376 A 232510 D Class A Common Stock 2022-10-03 4 S 0 2722 3.1216 D 229788 D Class B Common Stock 2022-09-30 4 M 0 6134 D Class A Common Stock 52760 D Restricted Stock Units 2021-11-17 4 A 0 490805 A Class A Common Stock 680805 D Restricted Stock Units 2022-10-01 4 M 0 226376 D Class A Common Stock 442161 D Represents the conversion of shares of Class B Common Stock to shares of Class A Common Stock. 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. Represents restricted stock units (the "RSUs") granted prior to the business combination of Soaring Eagle Acquisition Corp. and Ginkgo Bioworks, Inc. in September 2021 (the "Merger"), which became contingent rights to acquire equity securities of the Issuer upon consummation of the Merger. At the time of grant, the RSUs were subject to both a service-based vesting condition and a performance-based vesting condition. On November 17, 2021, the board of directors of the Issuer modified the vesting terms of RSUs, such that the Merger was deemed to have satisfied the performance condition for vesting effective as of March 15, 2022. The service-based vesting condition with respect to 226,376 of the RSUs was satisfied on October 1, 2022, and the Issuer elected to deliver one share of Class A Common Stock to the Reporting Person for each such RSU. Such shares of Class A Common Stock may be exchanged for shares of Class B Common Stock at the option of the Reporting Person. Represents the number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of RSUs. Sales to cover tax withholding obligations in connection with the vesting of such securities do not represent discretionary trades by the Reporting Person. The Issuer's equity incentive plans allow the Issuer to require that satisfaction of tax withholding obligation to be funded by a "sell to cover" transaction. Includes shares of Class B Common Stock that are subject to vesting conditions. Excludes RSUs, which were previously reported as shares of Class B Common Stock on the Form 4 filed by the reporting person on March 14, 2022. Because the Issuer has the ability to settle such RSUs with shares of Class A Common Stock or cash upon vesting, RSUs will be reported separately from shares of Class B Common Stock in future reports. Includes RSUs that are subject to vesting conditions. Includes 190,000 RSUs that were acquired after November 17, 2021. This Form 4 amends and restates the Form 4 filed by the Reporting Person on October 4, 2022. Chief Accounting Officer /s/ Karen Tepichin, Attorney-in-Fact 2022-10-07