VIKING GLOBAL INVESTORS LP - 02 Mar 2022 Form 4 Insider Report for Ginkgo Bioworks Holdings, Inc. (DNA)

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
04 Mar 2022, 18:49:14 UTC
Prior SEC filing
13 Jan 2022
Next SEC filing
22 Mar 2022
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Scott M. Hendler signing on behalf of O. Andreas Halvorsen (7) (8)

Key filing fact

VIKING GLOBAL INVESTORS LP filed Form 4 for Ginkgo Bioworks Holdings, Inc. (DNA) on 04 Mar 2022.

Key facts

  • This page summarizes VIKING GLOBAL INVESTORS LP's Form 4 filing for Ginkgo Bioworks Holdings, Inc. (DNA).
  • 2 reported transactions and 1 derivative row are listed below.
  • Accepted by SEC: 04 Mar 2022, 18:49.

Change

  • Previous filing in this sequence was filed on 13 Jan 2022.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

DNA transaction

Class A Common Stock

Other

Transaction value
Shares
-288,000,000
Change %
-85%
Price
Shares after
51,055,144
Date
02 Mar 2022
Ownership
See Explanation of Responses
Footnotes
F1, F2, F3, F4, F5, F6

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

DNA transaction Derivative

Class C Common Stock

Other

Transaction value
Shares
+288,000,000
Change %
Price
Shares after
288,000,000
Date
02 Mar 2022
Ownership
See Explanation of Responses
Underlying class
Class A Common Stock
Underlying amount
288,000,000
Exercise price
Footnotes
F1, F2, F3, F4, F5
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

VIKING GLOBAL INVESTORS LP is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 6 footnotes

Footnote F1

The shares of Class A Common Stock were exchanged for shares of Class C Common Stock on a 1:1 basis pursuant to an agreement between the Reporting Persons and Ginkgo Bioworks Holdings, Inc. (the "Issuer"), without payment of additional consideration. The Class C Common Stock is convertible into Class A Common Stock, on a one-for-one basis, at the holder's option and for no additional consideration, upon at least sixty-one (61) days' prior written notice to the Issuer. The Class C Common Stock has no expiration date. The Class C Common Stock has no expiration date.

Footnote F2

Andreas Halvorsen, David C. Ott and Rose S. Shabet are Executive Committee members of certain management entities, including Viking Global Partners LLC, the general partner of Viking Global Investors LP ("VGI") and Viking Global Opportunities GP LLC ("Opportunities GP"), the sole owner of Viking Global Opportunities Portfolio GP LLC ("Opportunities Portfolio GP"). VGI provides managerial services to various investment funds and vehicles, including Viking Global Opportunities Illiquid Investments Sub-Master LP ("Opportunities Fund"). Each of VGI, Mr. Halvorsen, Mr. Ott and Ms. Shabet (collectively the "Reporting Persons") may be deemed to beneficially own all of the securities reported on this form.

Footnote F3

VGI provides managerial services to Opportunities Fund, which directly holds the shares reported herein. Because of the relationship between VGI and Opportunities Fund, VGI may be deemed to beneficially own the shares held directly by Opportunities Fund.

Footnote F4

Opportunities Portfolio GP is the general partner of Opportunities Fund. Because of the relationship between Opportunities Portfolio GP and Opportunities Fund, Opportunities Portfolio GP may be deemed to beneficially own the shares held directly by Opportunities Fund. Opportunities GP is the sole owner of Opportunities Portfolio GP. Because of the relationship between Opportunities GP and Opportunities Portfolio GP, Opportunities GP may be deemed to beneficially own the shares held directly by Opportunities Fund.

Footnote F5

The Reporting Persons disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.

Footnote F6

Includes 36,112,170 earn-out shares that are subject to forfeiture if the Issuer's Class A Common Stock achieves a price per share for any period of 20 trading days out of 30 consecutive trading days prior to September 16, 2026 that equals or exceeds the following thresholds: $12.50, $15.00, $17.50 and $20.00. As of the date of this Form 4, 9,028,042 earn-out shares are no longer subject to forfeiture.

SEC remarks

(7) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (8) Scott M. Hendler is signing on behalf of Mr. Halvorsen, Mr. Ott and Ms. Shabet, each individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an Executive Committee Member of VIKING GLOBAL OPPORTUNITIES PARENT GP LLC, on behalf of itself and VIKING GLOBAL OPPORTUNITIES GP LLC, VIKING GLOBAL OPPORTUNITIES PORTFOLIO GP LLC, and VIKING GLOBAL OPPORTUNITIES ILLIQUID INVESTMENTS SUB-MASTER LP, pursuant to authorization and designation letters dated February 9, 2021, which were filed with the Securities and Exchange Commission on June 7, 2021.

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