0001140361-22-008055.txt : 20220304 0001140361-22-008055.hdr.sgml : 20220304 20220304194914 ACCESSION NUMBER: 0001140361-22-008055 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220302 FILED AS OF DATE: 20220304 DATE AS OF CHANGE: 20220304 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VIKING GLOBAL INVESTORS LP CENTRAL INDEX KEY: 0001103804 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40097 FILM NUMBER: 22715880 BUSINESS ADDRESS: STREET 1: 55 RAILROAD AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 212-672-7050 MAIL ADDRESS: STREET 1: 55 RAILROAD AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HALVORSEN OLE ANDREAS CENTRAL INDEX KEY: 0001133006 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40097 FILM NUMBER: 22715875 MAIL ADDRESS: STREET 1: C/O VIKING GLOBAL INVESTORS LP STREET 2: 280 PARK AVE 35TH CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ott David C. CENTRAL INDEX KEY: 0001621842 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40097 FILM NUMBER: 22715874 MAIL ADDRESS: STREET 1: C/O VIKING GLOBAL INVESTORS LP STREET 2: 280 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Viking Global Opportunities Portfolio GP LLC CENTRAL INDEX KEY: 0001629472 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40097 FILM NUMBER: 22715878 BUSINESS ADDRESS: STREET 1: 55 RAILROAD AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-863-5000 MAIL ADDRESS: STREET 1: 55 RAILROAD AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 FORMER NAME: FORMER CONFORMED NAME: VGO Portfolio GP LLC DATE OF NAME CHANGE: 20141230 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Viking Global Opportunities Parent GP LLC CENTRAL INDEX KEY: 0001886738 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40097 FILM NUMBER: 22715877 BUSINESS ADDRESS: STREET 1: 55 RAILROAD AVE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-863-5000 MAIL ADDRESS: STREET 1: 55 RAILROAD AVE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Viking Global Opportunities Illiquid Investments Sub-Master LP CENTRAL INDEX KEY: 0001629482 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40097 FILM NUMBER: 22715879 BUSINESS ADDRESS: STREET 1: MORGAN STANLEY SERVICES (CAYMAN) STREET 2: CRICKET SQ., HUTCHINS DR., P.O. BOX 2681 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1111 BUSINESS PHONE: 441-295-9166 MAIL ADDRESS: STREET 1: MORGAN STANLEY SERVICES (CAYMAN) STREET 2: CRICKET SQ., HUTCHINS DR., P.O. BOX 2681 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1111 FORMER NAME: FORMER CONFORMED NAME: VGO Illiquid Investments Sub-Master LP DATE OF NAME CHANGE: 20141230 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Shabet Rose Sharon CENTRAL INDEX KEY: 0001711393 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40097 FILM NUMBER: 22715873 MAIL ADDRESS: STREET 1: C/O VIKING GLOBAL INVESTORS LP STREET 2: 280 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Viking Global Opportunities GP LLC CENTRAL INDEX KEY: 0001629476 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40097 FILM NUMBER: 22715876 BUSINESS ADDRESS: STREET 1: 55 RAILROAD AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-863-5000 MAIL ADDRESS: STREET 1: 55 RAILROAD AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 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 form4.xml FORM 4 X0306 4 2022-03-02 true 0001830214 Ginkgo Bioworks Holdings, Inc. DNA 0001103804 VIKING GLOBAL INVESTORS LP 55 RAILROAD AVENUE GREENWICH CT 06830 true 0001629482 Viking Global Opportunities Illiquid Investments Sub-Master LP 55 RAILROAD AVENUE GREENWICH CT 06830 true 0001629472 Viking Global Opportunities Portfolio GP LLC 55 RAILROAD AVENUE GREENWICH CT 06830 true 0001886738 Viking Global Opportunities Parent GP LLC 55 RAILROAD AVENUE GREENWICH CT 06830 true 0001629476 Viking Global Opportunities GP LLC 55 RAILROAD AVENUE GREENWICH CT 06830 true 0001133006 HALVORSEN OLE ANDREAS 55 RAILROAD AVENUE GREENWICH CT 06830 true 0001621842 Ott David C. 55 RAILROAD AVENUE GREENWICH CT 06830 true 0001711393 Shabet Rose Sharon 55 RAILROAD AVENUE GREENWICH CT 06830 true Class A Common Stock 2022-03-02 4 J 0 288000000 D 51055144 I See Explanation of Responses Class C Common Stock 2022-03-02 4 J 0 288000000 A Class A Common Stock 288000000 288000000 I See Explanation of Responses The shares of Class A Common Stock were exchanged for shares of Class C Common Stock on a 1:1 basis pursuant to an agreement between the Reporting Persons and Ginkgo Bioworks Holdings, Inc. (the "Issuer"), without payment of additional consideration. The Class C Common Stock is convertible into Class A Common Stock, on a one-for-one basis, at the holder's option and for no additional consideration, upon at least sixty-one (61) days' prior written notice to the Issuer. The Class C Common Stock has no expiration date. The Class C Common Stock has no expiration date. Andreas Halvorsen, David C. Ott and Rose S. Shabet are Executive Committee members of certain management entities, including Viking Global Partners LLC, the general partner of Viking Global Investors LP ("VGI") and Viking Global Opportunities GP LLC ("Opportunities GP"), the sole owner of Viking Global Opportunities Portfolio GP LLC ("Opportunities Portfolio GP"). VGI provides managerial services to various investment funds and vehicles, including Viking Global Opportunities Illiquid Investments Sub-Master LP ("Opportunities Fund"). Each of VGI, Mr. Halvorsen, Mr. Ott and Ms. Shabet (collectively the "Reporting Persons") may be deemed to beneficially own all of the securities reported on this form. VGI provides managerial services to Opportunities Fund, which directly holds the shares reported herein. Because of the relationship between VGI and Opportunities Fund, VGI may be deemed to beneficially own the shares held directly by Opportunities Fund. Opportunities Portfolio GP is the general partner of Opportunities Fund. Because of the relationship between Opportunities Portfolio GP and Opportunities Fund, Opportunities Portfolio GP may be deemed to beneficially own the shares held directly by Opportunities Fund. Opportunities GP is the sole owner of Opportunities Portfolio GP. Because of the relationship between Opportunities GP and Opportunities Portfolio GP, Opportunities GP may be deemed to beneficially own the shares held directly by Opportunities Fund. The Reporting Persons disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose. Includes 36,112,170 earn-out shares that are subject to forfeiture 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. As of the date of this Form 4, 9,028,042 earn-out shares are no longer subject to forfeiture. (7) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (8) Scott M. Hendler is signing on behalf of Mr. Halvorsen, Mr. Ott and Ms. Shabet, each individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an Executive Committee Member of VIKING GLOBAL OPPORTUNITIES PARENT GP LLC, on behalf of itself and VIKING GLOBAL OPPORTUNITIES GP LLC, VIKING GLOBAL OPPORTUNITIES PORTFOLIO GP LLC, and VIKING GLOBAL OPPORTUNITIES ILLIQUID INVESTMENTS SUB-MASTER LP, pursuant to authorization and designation letters dated February 9, 2021, which were filed with the Securities and Exchange Commission on June 7, 2021. /s/ Scott M. Hendler signing on behalf of O. Andreas Halvorsen (7) (8) 2022-03-04 /s/ Scott M. Hendler signing on behalf of David C. Ott (7) (8) 2022-03-04 /s/ Scott M. Hendler signing on behalf of Rose S. Shabet (7) (8) 2022-03-04