Form 4 for DNA Ginkgo Bioworks Holdings, Inc.

Accepted 2022-03-04 00:00:00 ET · period of report 2022-03-02 · accession 0001140361-22-008055 · 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
DI	2022-03-04	2022-03-02	DNA	Ott David C.	10%	J - Other	—	-288.00M	51.06M	-85%	—
DI	2022-03-04	2022-03-02	DNA	Ott David C.	10%	J - Other	—	+288.00M	288.00M	New	—

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	2022-03-02	J	D	288,000,000	—	51,055,144	I See Explanation of Responses	—	—	(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. (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. (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. (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. (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. (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.
2	Derivative	Class C Common Stock	2022-03-02	J	A	288,000,000	—	288,000,000	I See Explanation of Responses	— · — to —	288,000,000 Class A Common Stock	(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. (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. (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. (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. (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.