Sec Form 4 Filing - Eagle Equity Partners III, LLC @ 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 Eagle Equity Partners III, LLC 2. Issuer Name and Ticker or Trading Symbol Ginkgo Bioworks Holdings, Inc. [ DNA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) *Director by Deputization (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, MA02210 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 Class A Common Stock 09/16/2021 D( 1 ) 11,534,052 D 31,590,948 D

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 Ordinary Shares ( 1 ) 09/16/2021 M( 1 ) 43,125,000 ( 1 ) ( 1 ) Class A Common Stock 43,125,000 ( 1 ) 0 D Private Placement Warrants $ 11.5 09/16/2021 A 19,250,000 ( 2 ) ( 2 ) Class A Common Stock 19,250,000 $ 10 19,250,000 D Private Placement Warrants $ 11.5 09/16/2021 D( 3 ) 1,925,000 ( 2 ) ( 2 ) Class A Common Stock 1,925,000 ( 3 ) 17,325,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Eagle Equity Partners III, LLC C/O GINKGO BIOWORKS HOLDINGS, INC. 27 DRYDOCK AVENUE BOSTON, MA02210 X X *Director by Deputization Signatures /s/ Eli Baker 09/22/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with the closing (the "Closing") of the business combination (the "Business Combination") between the Issuer (which was formerly known as Soaring Eagle Acquisition Corp. or "Soaring Eagle") and Ginkgo Bioworks, Inc. ("Ginkgo"), among other things, each share of Soaring Eagle's Class B ordinary shares converted pursuant to the terms of such shares into shares of the Issuer's Class A common stock on a one-for-one basis. Simultaneously, pursuant to the Sponsor Support Agreement, dated as of May 11, 2021 (the "Sponsor Support Agreement") between the Reporting Person, Ginkgo, Soaring Eagle and certain other shareholders, the Reporting Person forfeited to the Issuer at no cost 11,534,052 shares of the Issuer's Class A common stock, which was exempted pursuant to Rule 16b-3(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). ( 2 )The private placement warrants were acquired from the Issuer in connection with its initial public offering, the terms of which are described under the heading "Description of Securities" in the Issuer's registration statement on Form S-1 (File No. 333-251661). Each private placement warrant is exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share, subject to certain adjustments. The private placement warrants are reported as acquired for purposes of Section 16 of the Exchange Act concurrently with the Closing, because they did not become derivative securities until such date based on the terms of their exercisability. ( 3 )Pursuant to the Sponsor Support Agreement, the Reporting Person forfeited to the Issuer at the Closing 10% of the private placement warrants it then held at no cost, which was exempted pursuant to Rule 16b-3(e) under the Exchange Act.

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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