0001127602-23-012625.txt : 20230405 0001127602-23-012625.hdr.sgml : 20230405 20230405183844 ACCESSION NUMBER: 0001127602-23-012625 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230331 FILED AS OF DATE: 20230405 DATE AS OF CHANGE: 20230405 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fallon Marie E. CENTRAL INDEX KEY: 0001883686 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40097 FILM NUMBER: 23803868 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 1 form4.xml PRIMARY DOCUMENT X0407 4 2023-03-31 0001830214 Ginkgo Bioworks Holdings, Inc. DNA 0001883686 Fallon Marie E. C/O GINKGO BIOWORKS HOLDINGS, INC. 27 DRYDOCK AVENUE BOSTON MA 02210 1 See remarks 0 Class A Common Stock 2023-03-31 4 M 0 13684 A 178018 D Class A Common Stock 2023-03-31 4 M 0 3750 A 181768 D Class A Common Stock 2023-03-31 4 M 0 307 A 182075 D Class A Common Stock 2023-04-03 4 S 0 8732 1.269 D 173343 D Restricted Stock Units 2023-03-31 4 M 0 13684 D Class A Common Stock 13684 371328 D Restricted Stock Units 2023-03-31 4 M 0 3750 D Class A Common Stock 3750 176250 D Class B Common Stock 2023-03-31 4 M 0 307 D Class A Common Stock 307 50919 D 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 13,684 of the RSUs was satisfied on April 1, 2023, 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. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock. 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 shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units. 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 obligations be funded by a "sell to cover" transaction. The RSUs vest in 48 equal monthly installments, which began on April 1, 2023. Includes shares of Class B Common Stock that are subject to vesting conditions. Chief Accounting Officer /s/ Karen Tepichin, Attorney-in-Fact 2023-04-05