Sec Form 13D Filing - Shetty Reshma P. @ Ginkgo Bioworks Holdings Inc.

Sec Form 13D Filing - Shetty Reshma P. filing for Ginkgo Bioworks Holdings Inc. (DNA) - 2023-01-24

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Ginkgo Bioworks Holdings, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

37611X100

(CUSIP Number)

c/o Ginkgo Bioworks Holdings, Inc.

27 Drydock Avenue, 8th Floor

Boston, MA 02210

(877) 422-5362

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 22, 2022

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 37611X100		Page 2 of 9 pages


1		Names of Reporting Persons Reshma Shetty
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization United States

(1)

Consists of (i) 164,094,824 shares of Class B Common Stock of Ginkgo Bioworks Holdings, Inc. (the “Issuer”) and (ii) 31,693,699 shares of Class A Common Stock of the Issuer. Each share of 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.

(2)

Based on (i) 1,468,101,884 shares of Class A Common Stock outstanding as of January 23, 2023, based on information provided by the Issuer to Reporting Persons, (ii) 164,094,824 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock beneficially owned by the Reporting Persons, and (iii) 6,155,558 shares of Class A Common Stock represented by fully vested restricted stock units held by the Reporting Persons (and which are included in the number of shares of Class A Common Stock reported as beneficially owned by the Reporting Persons).


CUSIP No. 37611X100		Page 3 of 9 pages


1		Names of Reporting Persons Bartholomew Canton
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization United States

(1)	Consists of (i) 164,094,824 shares of Class B Common Stock of the Issuer and (ii) 31,693,699 shares of Class A Common Stock of the Issuer. Each share of 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.

(2)


CUSIP No. 37611X100		Page 4 of 9 pages

This Amendment No. 2 (the “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on September 27, 2021 and amended on October 1, 2022 (the “Original Schedule 13D” and, as amended and supplemented by this Amendment, the “Schedule 13D”) with respect to securities of the Issuer. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.

This Amendment updates the Schedule 13D to reflect sales of shares of Class A Common Stock pursuant to “sell-to-cover” transactions to fund tax withholding obligations, which were required by the Issuer pursuant to its incentive plans and were not discretionary trades by the Reporting Persons; shares sold pursuant to sales plans adopted by the Reporting Persons and intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934; and a charitable donation of shares of Class A Common Stock. This Amendment also reflects an increase in the Issuer’s number of shares of Class A Common Stock outstanding. The foregoing updates result in a decrease in the percentage of Class A Common Stock beneficially owned by the Reporting Persons.

Item 5.

Interest in Securities of the Issuer.

This Amendment amends and restates Item 5 of the Original 13D in its entirety:

The information included in Item 4 is incorporated herein by reference.

(a) – (b)

The following sets forth, as of the date of this Amendment, the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Class A Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof:


Reporting Person	Amount beneficially owned		Percent of class			Sole power to vote or to direct the vote		Shared power to vote or to direct the vote		Sole power to dispose or to direct the disposition		Shared power to dispose or to direct the disposition
Reshma Shetty		195,788,523		12.0	%		0		195,788,523		0		195,788,523
Bartholomew Canton		195,788,523		12.0	%		0		195,788,523		0		195,788,523

The share amounts reflected in the table above consist of the following: (i) 15,846,855 shares of Class A Common Stock and 2,320,344 shares of Class B Common Stock held of record by Ms. Shetty; (ii) 15,846,844 shares of Class A Common Stock and 2,320,344 shares of Class B Common Stock held of record by Mr. Canton; (iii) 70,189,783 shares of Class B Common Stock held of record by the Reshma Padmini Shetty Living Trust; (iv) 8,245,491 shares of Class B Common Stock held of record by Ms. Shetty’s grantor retained annuity trust; (v) 70,189,783 shares of Class B Common Stock held of record by the Bartholomew Canton Living Trust; (vi) 8,245,491 shares of Class B Common Stock held of record by Mr. Canton’s grantor retained annuity trust; (vii) 1,291,794 shares of Class B Common Stock held of record by The Asha S. Canton Irrevocable Trust and (viii) 1,291,794 shares of Class B Common Stock held of record by The Adhira S. Canton Irrevocable Trust. The Reporting Persons are married and may be deemed to share beneficial ownership over the shares held of record by each other and each of the foregoing trusts. Each share of 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.


CUSIP No. 37611X100		Page 5 of 9 pages

The percentages in the above table are based on (i) 1,468,101,884 shares of Class A Common Stock outstanding as of January 23, 2023, based on information provided by the Issuer to Reporting Persons, (ii) 164,094,824 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock beneficially owned by the Reporting Persons, and (iii) 6,155,558 shares of Class A Common Stock represented by fully vested restricted stock units held by the Reporting Persons (and which are included in the number of shares of Class A Common Stock reported as beneficially owned by the Reporting Persons).

(c)

Other than as reported in the below table, Mr. Canton has not effected any transactions in the Class A Common Stock during the past sixty days. Each of the sales noted below was effected through an open market brokerage transaction. Except as noted below, each of the transactions shown in the below table was a “sell-to-cover” transaction to fund tax withholding obligations, which was required by the Issuer pursuant to its incentive plans and was not a discretionary trade by the Reporting Person.


Transaction Date	Number Of Shares		Price Per Share
01/23/2023		143,808	$	1.75
01/20/2023		152,205	$	1.67
01/19/2023		162,193	$	1.714
01/19/2023		37,650	$	1.69	⁽¹⁾
01/18/2023		154,796	$	1.95
01/17/2023		151,531	$	1.86
01/13/2023		157,627	$	1.77
01/12/2023		152,693	$	1.69
01/12/2023		37,650	$	1.74	⁽²⁾
01/11/2023		146,449	$	1.60
01/10/2023		157,798	$	1.50
01/09/2023		152,159	$	1.52
01/06/2023		152,094	$	1.49
01/05/2023		144,522	$	1.53
01/05/2023		37,650	$	1.54	⁽³⁾
12/23/2022		203,349	$	1.64
12/22/2022		209,385	$	1.66
12/21/2022		193,212	$	1.70
12/20/2022		408,767	$	1.65
12/19/2022		206,449	$	1.67
12/16/2022		101,426	$	1.60
12/15/2022		103,547	$	1.61
12/14/2022		102,345	$	1.69
12/13/2022		98,934	$	1.89
12/12/2022		98,606	$	1.84
12/09/2022		97,555	$	1.84
12/08/2022		97,204	$	1.79
12/07/2022		100,909	$	1.69
12/06/2022		103,392	$	1.73
12/05/2022		106,006	$	1.87
12/01/2022		100,429	$	1.97


CUSIP No. 37611X100		Page 6 of 9 pages


Transaction Date	Number Of Shares		Price Per Share
11/30/2022		102,676	$	1.79
11/29/2022		96,434	$	1.90
11/23/2022		99,797	$	1.99
11/22/2022		101,813	$	2.04
11/21/2022		103,765	$	2.10
11/18/2022		98,562	$	2.17
11/17/2022		221,402	$	2.09
11/16/2022		219,088	$	2.42
11/15/2022		212,443	$	2.51
11/14/2022		208,632	$	2.72
11/11/2022		197,964	$	2.65
11/10/2022		186,028	$	2.46
11/09/2022		207,959	$	2.43
11/08/2022		193,616	$	2.46
11/07/2022		205,809	$	2.42
11/04/2022		204,906	$	2.51
11/01/2022		196,308	$	2.77
10/31/2022		197,899	$	2.70
10/28/2022		199,307	$	2.63
10/27/2022		204,478	$	2.71
10/26/2022		189,138	$	2.90
10/25/2022		187,441	$	2.64
10/24/2022		206,503	$	2.48

(1)

The shares were sold pursuant to a sales plan adopted by Mr. Canton and intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.64 to $1.80, inclusive. The Reporting Person undertakes to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

(2)

The shares were sold pursuant to a sales plan adopted by Mr. Canton and intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.65 to $1.86, inclusive. The Reporting Person undertakes to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

(3)

The shares were sold pursuant to a sales plan adopted by Mr. Canton and intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.51 to $1.57, inclusive. The Reporting Person undertakes to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

Other than as reported in the below table, Ms. Shetty has not effected any transactions in the Class A Common Stock during the past sixty days. Except as noted below, each of the transactions shown in the below table was a “sell-to-cover” transaction to fund tax withholding obligations, which was required by the Issuer pursuant to its incentive plans and was not a discretionary trade by the Reporting Person, and was effected through an open market brokerage transaction.


CUSIP No. 37611X100		Page 7 of 9 pages


Transaction Date		Number Of Shares		Price Per Share
01/23/2023			143,807	$	1.75
01/20/2023			152,205	$	1.67
01/19/2023			162,193	$	1.71
01/18/2023			154,795	$	1.95
01/18/2023			37,650	$	1.92	(1)
01/17/2023			151,530	$	1.86
01/13/2023			157,626	$	1.77
01/12/2023			152,692	$	1.69
01/11/2023			37,650	$	1.64	(2)
01/11/2023			146,449	$	1.60
01/10/2023			157,798	$	1.50
01/09/2023			152,159	$	1.52
01/06/2023			152,094	$	1.49
01/05/2023			144,521	$	1.53
01/04/2023			37,650	$	1.56	(3)
12/23/2022			203,349	$	1.64
12/22/2022			209,385	$	1.66
12/21/2022			193,211	$	1.70
12/20/2022			408,767	$	1.65
12/19/2022			200,000		(4	)
12/19/2022			206,448	$	1.67
12/16/2022			101,425	$	1.60
12/15/2022			103,547	$	1.61
12/15/2022			200,000		(5	)
12/14/2022			102,345	$	1.69
12/13/2022			98,933	$	1.89
12/12/2022			98,606	$	1.84
12/09/2022			97,554	$	1.84
12/08/2022			97,203	$	1.79
12/07/2022			100,909	$	1.69
12/06/2022			103,392	$	1.73
12/05/2022			106,006	$	1.87
12/01/2022			100,429	$	1.97
11/30/2022			102,676	$	1.79
11/29/2022			96,433	$	1.90
11/23/2022			99,798	$	1.99
11/22/2022			101,813	$	2.04
11/21/2022	;		103,764	$	2.10
11/18/2022			98,562	$	2.17
11/17/2022			221,401	$	2.09


CUSIP No. 37611X100		Page 8 of 9 pages


Transaction Date	Number Of Shares		Price Per Share
11/16/2022		219,089	$	2.42
11/15/2022		212,443	$	2.51
11/14/2022		208,633	$	2.72
11/11/2022		197,964	$	2.65
11/10/2022		186,028	$	2.46
11/09/2022		207,960	$	2.43
11/08/2022		193,616	$	2.46
11/07/2022		205,809	$	2.42
11/04/2022		204,906	$	2.51
11/01/2022		196,307	$	2.77
10/31/2022		197,899	$	2.70
10/28/2022		199,307	$	2.63
10/27/2022		204,477	$	2.71
10/26/2022		189,138	$	2.90
10/25/2022		187,442	$	2.64
10/24/2022		206,504	$	2.48

(1)

The shares were sold pursuant to a sales plan adopted by Ms. Shetty and intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.81 to $2.05, inclusive. The Reporting Person undertakes to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

(2)

The shares were sold pursuant to a sales plan adopted by Ms. Shetty and intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.53 to $1.62, inclusive. The Reporting Person undertakes to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

(3)

The shares were sold pursuant to a sales plan adopted by Ms. Shetty and intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.46 to $1.57, inclusive. The Reporting Person undertakes to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

(4)	This transaction relates to a charitable donation of shares of Class A Common Stock.

(5)	Represents the conversion of 200,000 shares of Class B Common Stock to 200,000 shares of Class A Common Stock in connection with the charitable donation of shares of Class A Common Stock effected by Ms. Shetty on December 19, 2022.

(d) None.

(e) Not applicable.


CUSIP No. 37611X100		Page 9 of 9 pages

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: January 24, 2023

/s/ Reshma Shetty

Name: Reshma Shetty

/s/ Bartholomew Canton

Name: Bartholomew Canton

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

Sole Voting Power

0

Shared Voting Power

195,788,523 (1)

Sole Dispositive Power

0

Shared Dispositive Power

195,788,523 (1)