Jason R. Kelly - Nov 17, 2021 Form 4 Insider Report for Ginkgo Bioworks Holdings, Inc. (DNA)

Role
CEO & Founder, Director
Signature
/s/ Karen Tepichin, Attorney-in-Fact
Stock symbol
DNA
Transactions as of
Nov 17, 2021
Transactions value $
-$1,070,965
Form type
4
Date filed
10/4/2022, 09:55 PM
Previous filing
Sep 20, 2021
Next filing
Dec 8, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DNA Class A Common Stock Options Exercise +773K 773K Sep 30, 2022 Direct F1, F2
transaction DNA Class A Common Stock Options Exercise +25.8M +3333.41% 26.6M Oct 1, 2022 Direct F3
transaction DNA Class A Common Stock Sale -$1.07M -343K -1.29% $3.12 26.2M Oct 3, 2022 Direct F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction DNA Class B Common Stock Options Exercise -773K -1.09% 69.9M Sep 30, 2022 Class A Common Stock Direct F1, F2, F5
transaction DNA Restricted Stock Units Award +25.8M 25.8M Nov 17, 2021 Class A Common Stock Direct F3
transaction DNA Restricted Stock Units Options Exercise -25.8M -100% 0 Oct 1, 2022 Class A Common Stock Direct F3
holding DNA Class B Common Stock 11.7M Nov 17, 2021 Class A Common Stock By GRAT F2, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents the conversion of shares of Class B Common Stock to shares of Class A Common Stock.
F2 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.
F3 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 was satisfied on October 1, 2022, and the Issuer elected to deliver one share of Class A Common Stock to the Reporting Person for each 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.
F4 Represents the number of shares sold by the Reporting Person 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. 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.
F5 Includes shares of Class B Common Stock that are subject to vesting conditions.

Remarks:

CEO & Founder