Sec Form 4 Filing - Fallon Marie E. @ Ginkgo Bioworks Holdings, Inc. - 2022-11-01

Insider filing report for Changes in Beneficial Ownership
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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
Fallon Marie 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)
See remarks
(Last) (First) (Middle)
C/O GINKGO BIOWORKS HOLDINGS, INC., 27 DRYDOCK AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
11/01/2022
(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 11/01/2022 M( 1 ) 13,350 A 140,884 D
Class A Common Stock 11/01/2022 M( 2 ) 307 A 141,191 D
Class A Common Stock 11/03/2022 S( 3 ) 6,279 D $ 2.645 134,912 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
Restricted Stock Units ( 1 ) 11/01/2022 M( 1 ) 13,350 ( 1 ) ( 1 ) Class A Common Stock 13,350( 2 ) ( 2 ) 441,079( 4 ) D
Class B Common Stock ( 5 ) 11/01/2022 M( 2 ) 307 ( 5 ) ( 5 ) Class A Common Stock 307 ( 5 ) 52,453( 6 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fallon Marie E.
C/O GINKGO BIOWORKS HOLDINGS, INC.
27 DRYDOCK AVENUE
BOSTON, MA02210
See remarks
Signatures
/s/ Karen Tepichin, Attorney-in-Fact 11/07/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents restricted stock units (the "RSUs") granted prior to the business combination of Soaring Eagle Acquisition Corp. and Ginkgo Bioworks, Inc. in September 2021 (the "Merger"), which became contingent rights to acquire equity securities of the Issuer upon consummation of the Merger. At the time of grant, the RSUs were subject to both a service-based vesting condition and a performance-based vesting condition. On November 17, 2021, the board of directors of the Issuer modified the vesting terms of RSUs, such that the Merger was deemed to have satisfied the performance condition for vesting effective as of March 15, 2022. The service-based vesting condition with respect to 13,350 of the RSUs was satisfied on November 1, 2022, and the Issuer elected to deliver one share of Class A Common Stock to the Reporting Person for each such RSU. Such shares of Class A Common Stock may be exchanged for shares of Class B Common Stock at the option of the Reporting Person.
( 2 )Represents the conversion of shares of Class B Common Stock to shares of Class A Common Stock.
( 3 )Represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of securities. Sales to cover tax withholding obligations in connection with the vesting of such securities do not represent discretionary trades by the Reporting Person. The Issuer's equity incentive plans allow the Issuer to require that satisfaction of tax withholding obligation to be funded by a "sell to cover" transaction.
( 4 )On October 7, 2022, the Reporting Person filed a Form 4 that reported holdings of 442,161 RSUs. At that time the Reporting Person held 454,429 RSUs.
( 5 )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.
( 6 )Includes shares of Class B Common Stock that are subject to vesting conditions.

Remarks:
Chief Accounting Officer

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