Form 4 for DNA Ginkgo Bioworks Holdings, Inc.
Accepted 2023-02-03 00:00:00 ET · period of report 2023-02-01 · accession 0001127602-23-003407 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2023-02-03 | 2023-02-01 | DNA | Fallon Marie E. | See remarks | M - OptEx | — | +14.0K | 163.8K | +9% | — |
| D | 2023-02-03 | 2023-02-02 | DNA | Fallon Marie E. | See remarks | S - Sale+OE | $2.15 | -6,470 | 157.7K | -4% | -$13.9K |
| DM | 2023-02-03 | 2023-02-01 | DNA | Fallon Marie E. | See remarks | M - OptEx | — | -14.0K | 51.5K | -21% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2023-02-01 | M | A | 306 | — | 164,140 | D | — | — | (F3) 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. |
| 2 | Common | Class A Common Stock | 2023-02-02 | S | D | 6,470 | $2.15 | 157,670 | D | — | — | |
| 3 | Common | Class A Common Stock | 2023-02-01 | M | A | 13,684 | — | 163,834 | D | — | — | (F1) 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 with respect to 13,684 of the RSUs was satisfied on February 1, 2023, and the Issuer elected to deliver one share of Class A Common Stock to the Reporting Person for each such 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. |
| 4 | Derivative | Restricted Stock Units | 2023-02-01 | M | D | 13,684 | — | 398,695 | D | — · — to — | 13,684 Class A Common Stock | (F1) 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 with respect to 13,684 of the RSUs was satisfied on February 1, 2023, and the Issuer elected to deliver one share of Class A Common Stock to the Reporting Person for each such 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. |
| 5 | Derivative | Class B Common Stock | 2023-02-01 | M | D | 306 | — | 51,533 | D | — · — to — | 306 Class A Common Stock | (F3) 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. (F5) Includes shares of Class B Common Stock that are subject to vesting conditions. |