Sec Form 4 Filing - Dmytruk Mark E. @ Ginkgo Bioworks Holdings, Inc. - 2021-09-16

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 Dmytruk Mark E. 2. Issuer Name and Ticker or Trading Symbol Ginkgo Bioworks Holdings, Inc. [ DNA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O GINKGO BIOWORKS HOLDINGS, INC., 27 DRYDOCK AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 09/16/2021 (Street) BOSTON, MA022 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

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 Class B Common Stock ( 1 ) 09/16/2021 A 314,097 ( 1 ) ( 1 ) Class A Common Stock 314,097 ( 2 ) 314,097 ( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dmytruk Mark E. C/O GINKGO BIOWORKS HOLDINGS, INC. 27 DRYDOCK AVENUE BOSTON, MA022 Chief Financial Officer Signatures /s/ Karen Tepichin, Attorney-in-fact 09/20/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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.

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

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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