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).

1. Name and Address of Reporting Person^*

Shetty Reshma P.

(Last)

(First)

(Middle)

C/O GINKGO BIOWORKS HOLDINGS

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

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2022

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	12/15/2022		S⁽¹⁾		103,547	D	$1.614	19,110,259	D
Class A Common Stock	12/15/2022		S⁽¹⁾		103,547	D	$1.614	19,110,257	I	By Spouse
Class A Common Stock	12/15/2022		C⁽²⁾		200,000	A	⁽³⁾	19,310,259	D
Class A Common Stock	12/16/2022		S⁽¹⁾		101,425	D	$1.599	19,208,834	D
Class A Common Stock	12/16/2022		S⁽¹⁾		101,426	D	$1.599	19,008,831	I	By Spouse
Class A Common Stock	12/19/2022		G⁽²⁾	V	200,000	D	$0	19,008,834	D

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)
Class B Common Stock	⁽³⁾	12/15/2022		C			200,000	⁽³⁾	⁽³⁾	Class A Common Stock	200,000	⁽³⁾	70,189,783	I	By Reshma Padmini Shetty Living Trust
Class B Common Stock	⁽³⁾							⁽³⁾	⁽³⁾	Class A Common Stock	2,320,344		2,320,344	D
Class B Common Stock	⁽³⁾							⁽³⁾	⁽³⁾	Class A Common Stock	2,320,344		2,320,344	I	By Spouse
Class B Common Stock	⁽³⁾							⁽³⁾	⁽³⁾	Class A Common Stock	70,189,783		70,189,783	I	By Bartholomew Canton Living Trust
Class B Common Stock	⁽³⁾							⁽³⁾	⁽³⁾	Class A Common Stock	8,245,491		8,245,491	I	By Reshma Padmini Shetty GRAT
Class B Common Stock	⁽³⁾							⁽³⁾	⁽³⁾	Class A Common Stock	8,245,491		8,245,491	I	By Bartholomew Canton GRAT
Class B Common Stock	⁽³⁾							⁽³⁾	⁽³⁾	Class A Common Stock	1,291,794		1,291,794	I	By The Asha S. Canton Irrevocable Trust
Class B Common Stock	⁽³⁾							⁽³⁾	⁽³⁾	Class A Common Stock	1,291,794		1,291,794	I	By The Adhira S. Canton Irrevocable Trust

Explanation of Responses:

1. Represents the number of shares sold by the Reporting Person or the Reporting Person's spouse 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 or the Reporting Person's spouse. 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.

2. The transactions being reported herein relate to a charitable donation of shares of Class A Common Stock.

3. 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.

Remarks:

President, COO & Founder

	/s/ Karen Tepichin, Attorney-in-Fact	12/19/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.