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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Singh Enakshi 5980 HORTON STREET, SUITE 105 EMERYVILLE, CA 94608 |
Chief Financial Officer | |||
| /s/ Celeste Ferber, attorney-in-fact | 08/15/2022 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Represents Restricted Stock Units (RSUs) that vest (i) with respect to 50% of the total underlying amount immediately prior to the consummation of the merger contemplated by the Agreement and Plan of Merger ("Merger Agreement") dated July 24, 2022 by and between the Issuer, Ginkgo Bioworks Holdings, Inc. and certain other parties named therein (the date on which the consummation of the Merger occurs, the "Closing Date") and (ii) with respect to the remaining 50% of the total underlying amount, on the six-month anniversary of the Closing Date, subject to the grantee's continuous service through each such vesting date; provided that the RSUs accelerate upon the occurrence of certain qualifying events. |
| (2) | Includes 77,000 RSUs that vest 1/3 on November 1, 2022 and the remaining 2/3 on November 1, 2023, subject to the Reporting Person's continued service to the Company through thevesting date, and 250,000 RSUs that vest 1/24 on each monthly anniversary of the first day of the calendar month immediately following the Grant Date, March 11, 2022, subject to thegrantee's continuous service through each such vesting date |