Dynamics Sponsor LLC - Jun 8, 2022 Form 4 Insider Report for Dynamics Special Purpose Corp. (SNTI)

Role
Director, 10%+ Owner
Signature
/s/ Omid Farokhzad as Manager
Stock symbol
SNTI
Transactions as of
Jun 8, 2022
Transactions value $
$0
Form type
4
Date filed
6/10/2022, 09:20 PM
Previous filing
May 25, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SNTI Common Stock Options Exercise $0 +5.75M +803.63% $0.00 6.47M Jun 8, 2022 Direct F1, F2, F3
transaction SNTI Common Stock Other $0 -6.47M -100% $0.00* 0 Jun 8, 2022 Direct F1, F2, F3

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 SNTI Class B Common Stock Options Exercise -5.75M -100% 0 Jun 8, 2022 Class A Common Stock 5.75M Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Dynamics Sponsor LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Each share that Dynamics Sponsor LLC, a Delaware limited liability company (the "Sponsor"), held as record holder of Class B common stock, par value $0.0001, automatically converted into one share of Class A common stock, par value $0.0001, at the closing of the Issuer's initial business combination on June 8, 2022, and, pursuant to the Issuer's amended certificate of incorporation which came into effect on such date, shares of Class A common stock became shares of common stock (without class designation), par value $0.0001, of the Issuer at such time. The shares of Class B common stock had no expiration date.
F2 In connection with the business combination, following the conversion of Class B common stock into Class A common stock, 871,028 shares of Class A common stock were forfeited by the Sponsor. Subsequent to the forfeiture described in the preceding sentence, the Sponsor distributed all shares of Class A common stock held by it to its members, which include Dynamics Group, LLC, an entity which Omid Farokhzad controls and is the sole member of, and David Epstein.
F3 The Sponsor was the record holder of these shares. The Sponsor is governed by a board of managers consisting of Omid Farokhzad and Mostafa Ronaghi.

Remarks:

Mr. Farokhzad's beneficial ownership interest in the Sponsor is held indirectly through Dynamics Group, LLC, of which Mr. Farokhzad is the sole member. For the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the Sponsor and Dynamics Group, LLC may be deemed a director by deputization with respect to the Issuer on the basis of Mr. Farokhzad's service on the Issuer's board of directors. The Sponsor disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein.