Jay T. Flatley - Oct 19, 2022 Form 4 Insider Report for Zymergen Inc. (ZY)

Role: Chairman and Acting CEO, Director
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, 08:17 PM
Previous filing: Jul 1, 2022
Next filing: Jun 5, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ZY	Common Stock	Disposed to Issuer		-145K	-100%		0	Oct 19, 2022	Direct	F1

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	-1.52M	-100%	$0.00^*	0	Oct 19, 2022	Common Stock	1.52M	$12.33	Direct	F2
transaction	ZY	Stock Options	Disposed to Issuer	$0	-189K	-100%	$0.00^*	0	Oct 19, 2022	Common Stock	189K	$8.52	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Jay T. Flatley 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	Immediately prior to the effective time of the merger (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.

Content

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.

Immediately prior to the effective time of the merger (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.