Sec Form 4 Filing - Ocko Matthew @ Zymergen Inc. - 2021-04-26

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Ocko Matthew 2. Issuer Name and Ticker or Trading Symbol Zymergen Inc. [ ZY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 270 UNIVERSITY AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 04/26/2021 (Street) PALO ALTO, CA94301 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 04/26/2021 C 210,450 A 210,450 I See footnote ( 3 ) Common Stock 04/26/2021 C 2,936,283 A 2,936,283 I See footnote ( 4 ) Common Stock 04/26/2021 C 2,014,506 A 2,224,956 I See footnote ( 3 ) Common Stock 04/26/2021 C 1,687,050 A 4,623,333 I See footnote ( 4 ) Common Stock 04/26/2021 C 294,401 A 4,917,734 I See footnote ( 4 ) Common Stock 04/26/2021 C 223,945 A 2,448,901 I See footnote ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series A Preferred Stock ( 1 ) ( 1 ) 04/26/2021 C 210,450 ( 1 ) ( 1 ) Common Stock 210,450 $ 0 0 I See footnote ( 3 ) Series A Preferred Stock ( 1 ) ( 1 ) 04/26/2021 C 2,936,283 ( 1 ) ( 1 ) Common Stock 2,936,283 $ 0 0 I See footnote ( 4 ) Series A-1 Preferred Stock ( 1 ) ( 1 ) 04/26/2021 C 2,014,506 ( 1 ) ( 1 ) Common Stock 2,014,506 $ 0 0 I See footnote ( 3 ) Series B Preferred Stock ( 2 ) ( 2 ) 04/26/2021 C 1,684,397 ( 2 ) ( 2 ) Common Stock 1,687,050 $ 0 0 I See footnote ( 4 ) Series C Preferred Stock ( 1 ) ( 1 ) 04/26/2021 C 294,401 ( 1 ) ( 1 ) Common Stock 294,401 $ 0 0 I See footnote ( 4 ) Series D Preferred Stock ( 1 ) ( 1 ) 04/26/2021 C 223,945 ( 1 ) ( 1 ) Common Stock 223,945 $ 0 0 I See footnote ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ocko Matthew 270 UNIVERSITY AVENUE PALO ALTO, CA94301 X Signatures /s/ Mina Kim, attorney-in-fact for Matthew Ocko 04/26/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of Series A, Series A-1, Series C and Series D Preferred Stock converted automatically into one share of the Issuer's common stock for no additional consideration upon the completion of the Issuer's initial public offering and has no expiration date. ( 2 )Each share of Series B Preferred Stock converted automatically into 1.0015 shares of the Issuer's common stock for no additional consideration upon the completion of the Issuer's initial public offering and has no expiration date. ( 3 )Represents shares held of record by Data Collective II, L.P. ("DCVC II"). Data Collective II GP, LLC ("DCVC II GP") is the general partner of DCVC II and has sole voting and dispositive power with regard to the shares held by DCVC II. The Reporting Person is a managing member of DCVC II GP and shares voting and dispositive power with respect to the shares held by DCVC II. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of such shares and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares, except to the extent of his indirect pecuniary interest therein, if any. ( 4 )Represents shares held of record by DCVC Opportunity Fund, L.P. ("DCVC Opportunity Fund"). DCVC Opportunity Fund GP, LLC ("DCVC Opportunity Fund GP") is the general partner of DCVC Opportunity Fund and has sole voting and dispositive power with regard to the shares held by DCVC Opportunity Fund. The Reporting Person is a managing member of DCVC Opportunity Fund GP and shares voting and dispositive power with respect to the shares held by DCVC Opportunity Fund. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of such shares and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares, except to the extent of his indirect pecuniary interest therein, if any.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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