SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Belldegrun Arie

(Last)

(First)

(Middle)

C/O GINKGO BIOWORKS HOLDINGS, INC.

27 DRYDOCK AVENUE

(Street)

BOSTON

02210

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Ginkgo Bioworks Holdings, Inc. [ DNA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/12/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/12/2024		M⁽¹⁾		105,263	A	⁽¹⁾	194,925	D
Class A Common Stock								500,000	I	By Bellco Legacy LLC⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0⁽¹⁾	06/12/2024		M⁽¹⁾			105,263	⁽³⁾	⁽³⁾	Class A Common Stock	105,263	⁽¹⁾	0	D
Restricted Stock Units	$0⁽¹⁾	06/13/2024		A		432,900		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	432,900	$0⁽¹⁾	432,900	D
Stock Option	$0.462	06/13/2024		A		571,428⁽⁵⁾		⁽⁴⁾	06/13/2034	Class A Common Stock	571,428⁽⁵⁾	$0	571,428	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock.

2. Bellco Legacy LLC is owned and managed by trusts controlled by the Reporting Person and Rebecka Belldegrun.

3. In accordance with the Issuer's Non-Employee Director Compensation Program, the RSUs granted on June 16, 2023 vested in full in Class A shares on June 12, 2024, which was the day immediately prior to the date of the Issuer's next Annual Meeting of Shareholders occurring after the grant date, and was subject to the Reporting Person continuing in service as a Non-Employee Director of the Issuer through such date.

4. The vesting date of the RSUs and stock options, and in the case of the stock options the date they become exercisable, will be the earlier of (i) June 13, 2025 or (ii) the day immediately prior to the date of the Issuer's next Annual Meeting of Shareholders occurring after the grant date, in either case subject to the Reporting Person continuing in service as a Non-Employee Director of the Issuer through such date. The RSUs have no expiration date.

5. In accordance with the Issuer's Non-Employee Director Compensation Program, the Black-Scholes value of the option award as of the grant date is $200,000.

	/s/ Karen Tepichin, Attorney-in-Fact	06/14/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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