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

Role
Chief Financial Officer
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, 06:01 PM
Previous filing
Oct 5, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ZY Common Stock Disposed to Issuer -462K -100% 0 Oct 19, 2022 Direct F1, F2

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 -81.1K -100% $0.00* 0 Oct 19, 2022 Common Stock 81.1K $4.47 Direct F3
transaction ZY Stock Options Disposed to Issuer $0 -154K -100% $0.00* 0 Oct 19, 2022 Common Stock 154K $10.00 Direct F3
transaction ZY Stock Options Disposed to Issuer $0 -174K -100% $0.00* 0 Oct 19, 2022 Common Stock 174K $26.88 Direct F3
transaction ZY Stock Options Disposed to Issuer $0 -49.2K -100% $0.00* 0 Oct 19, 2022 Common Stock 49.2K $10.14 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Enakshi Singh 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 At the effective time (the "Effective time") all outstanding unvested Issuer RSUs were cancelled and converted into RSUs of Ginkgo with respect to the number of shares of Class A common stock of Ginkgo determined by multiplying (i) the number of shares of Issuer common stock subject to such unvested Issuer RSUs as of immediately prior to the Effective Time by (ii) the Merger Consideration, rounded down to the nearest whole share, and otherwise subject to the same terms and conditions as were applicable to the Issuer RSUs immediately prior to the Effective Time (including applicable vesting conditions).
F3 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.