Jason R. Kelly - Apr 25, 2024 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: Apr 25, 2024
Transactions value $: $0
Form type: 4
Date filed: 4/29/2024, 04:49 PM
Previous filing: Jan 5, 2024

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	Stock Option	Award	$0	+5M		$0.00	5M	Apr 25, 2024	Class A Common Stock	5M	$2.50	Direct	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The options are subject both to time-based and performance-based vesting criteria (the "Founder Options"). The performance-based vesting is tied to the achievement of four specified stock price hurdles within a five-year period, with 10% of the Founder Options vesting based on the achievement of a 90-calendar-day average stock price of $5.00, 10% of the Founder Options vesting based on the achievement of a 90-calendar-day average stock price of $7.50, 20% of the Founder Options vesting based on the achievement of a 90-calendar-day average stock price of $10.00 and the remaining 60% of the Founder Options vesting based on the achievement of a 90-calendar-day average stock price of $12.50. If any of the performance-based criteria are achieved during the five-year performance period, the awards will vest on the five-year anniversary of the grant date, subject to the Reporting Person's continued employment with Ginkgo on such anniversary.

Content

The options are subject both to time-based and performance-based vesting criteria (the "Founder Options"). The performance-based vesting is tied to the achievement of four specified stock price hurdles within a five-year period, with 10% of the Founder Options vesting based on the achievement of a 90-calendar-day average stock price of $5.00, 10% of the Founder Options vesting based on the achievement of a 90-calendar-day average stock price of $7.50, 20% of the Founder Options vesting based on the achievement of a 90-calendar-day average stock price of $10.00 and the remaining 60% of the Founder Options vesting based on the achievement of a 90-calendar-day average stock price of $12.50. If any of the performance-based criteria are achieved during the five-year performance period, the awards will vest on the five-year anniversary of the grant date, subject to the Reporting Person's continued employment with Ginkgo on such anniversary.

Remarks:

CEO & Founder