Marie E. Fallon - Sep 16, 2021 Form 4 Insider Report for Ginkgo Bioworks Holdings, Inc. (DNA)

Role
Chief Accounting Officer
Signature
/s/ Karen Tepichin, Attorney-in-fact
Stock symbol
DNA
Transactions as of
Sep 16, 2021
Transactions value $
$0
Form type
4
Date filed
9/20/2021, 09:48 PM
Next filing
Oct 7, 2022

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 Class B Common Stock Award +58.9K 58.9K Sep 16, 2021 Class A Common Stock 58.9K Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 Pursuant to the business combination of Soaring Eagle Acquisition Corp. and Ginkgo Bioworks, Inc. ("Legacy Ginkgo"), as contemplated by an agreement and plan of merger, dated May 11, 2021 as amended on May 14, 2021 (the "Merger Agreement"), each share of Class A common stock of Legacy Ginkgo, each share of Class B common stock of Legacy Ginkgo, each option of Legacy Ginkgo under Legacy Ginkgo's stock incentive plans, each award of restricted common stock of Legacy Ginkgo under Legacy Ginkgo's stock incentive plans, and each award of restricted stock units of Legacy Ginkgo under Legacy Ginkgo's stock incentive plans, in each case outstanding immediately prior to the effective time of the business combination, received a proportional amount of the approximately 188.7 million earn-out shares.
F3 Reflects earn-out shares that will vest in four substantially equal installments 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.