Zachariah Serber - Oct 19, 2022 Form 4 Insider Report for Zymergen Inc. (ZY)

Role
Director
Signature
/s/ Celeste Ferber, attorney-in-fact
Stock symbol
ZY
Transactions as of
Oct 19, 2022
Transactions value $
$0
Form type
4
Date filed
10/19/2022, 06:00 PM
Previous filing
Sep 7, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ZY Common Stock Disposed to Issuer -2.55M -100% 0 Oct 19, 2022 Direct F1, F2
transaction ZY Common Stock Disposed to Issuer -40K -100% 0 Oct 19, 2022 See Footnote F1, F3
transaction ZY Common Stock Disposed to Issuer -40K -100% 0 Oct 19, 2022 See Footnote F1, 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 ZY Stock Options Disposed to Issuer $0 -63.8K -100% $0.00* 0 Oct 19, 2022 Common Stock 63.8K $26.88 Direct F5
transaction ZY Stock Options Disposed to Issuer $0 -149K -100% $0.00* 0 Oct 19, 2022 Common Stock 149K $4.47 Direct F5
transaction ZY Stock Options Disposed to Issuer $0 -458K -100% $0.00* 0 Oct 19, 2022 Common Stock 458K $31.00 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Zachariah Serber is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Pursuant to the Agreement and Plan of Merger, dated as of July 24, 2022 (the "Merger Agreement"), by and among Ginkgo Bioworks Holdings, Inc. ("Ginkgo"), Pepper Merger Subsidiary Inc. and the Issuer, each share of the Issuer's common stock was cancelled and converted into a right to receive 0.9179 of a share of Class A common stock of Ginkgo (the "Merger Consideration"), together with cash in lieu of any fractional shares of Class A common stock of Ginkgo.
F2 Pursuant to the Merger Agreement, at the effective time of the merger (the "Effective Time"), all outstanding vested Issuer restricted stock units ("RSUs") (including after giving effect to any acceleration of vesting to which the Issuer RSUs were entitled as of immediately prior to the Effective Time) were cancelled and converted into a right to receive the Merger Consideration in respect of such Issuer RSUs and cash in lieu of any fractional shares of Class A common stock of Ginkgo.
F3 Held by the Rorik Serber 2021 Irrevocable Trust.
F4 Held by spouse as custodian for children under the California Uniform Transfer to Minors Act.
F5 Immediately prior to the Effective Time, all outstanding Issuer stock options vested in full pursuant to the terms of the agreements governing such stock options. Pursuant to the Merger Agreement, at the Effective Time, each Issuer stock option with an exercise price per share equal to or greater than the Merger Consideration Value (as defined in the Merger Agreement) was cancelled for no consideration.