Sec Form 4 Filing - Northpond Ventures GP, LLC @ Codex DNA, Inc. - 2021-06-22

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Northpond Ventures GP, LLC 2. Issuer Name and Ticker or Trading Symbol Codex DNA, Inc. [ DNAY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 7500 OLD GEORGETOWN ROAD, SUITE 850 3. Date of Earliest Transaction (MM/DD/YY) 06/22/2021 (Street) BETHESDA, MD20814 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 06/22/2021 C( 1 ) 9,375,380 A 9,375,380 I By: Northpond Ventures, LP ( 2 ) Common Stock 06/22/2021 P 468,750 A $ 16 9,844,130 I By: Northpond Ventures II, LP ( 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 ) 06/22/2021 C( 1 ) 5,214,851 ( 1 ) ( 1 ) Common Stock 5,241,851 ( 1 ) 0 I By: Northpond Ventures, LP ( 2 ) Series A-1 Preferred Stock ( 1 ) 06/22/2021 C( 1 ) 4,160,529 ( 1 ) ( 1 ) Common Stock 4,160,529 ( 1 ) 0 I By: Northpond Ventures, LP ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Northpond Ventures GP, LLC 7500 OLD GEORGETOWN ROAD, SUITE 850 BETHESDA, MD20814 X Northpond Ventures, LP 7500 OLD GEORGETOWN ROAD, SUITE 850 BETHESDA, MD20814 X Northpond Ventures GP II, LLC 7500 OLD GEORGETOWN ROAD, SUITE 850 BETHESDA, MD20814 X Northpond Ventures II, LP 7500 OLD GEORGETOWN ROAD, SUITE 850 BETHESDA, MD20814 X Rubin Michael P. 7500 OLD GEORGETOWN ROAD, SUITE 850 BETHESDA, MD20814 X Signatures Northpond Ventures GP, LLC, By: /s/ Patrick Smerkers, Senior Vice President, Finance and Operations 06/24/2021 Signature of Reporting Person Date Northpond Ventures, LP, By: Northpond Ventures GP, LLC, its general partner, By: /s/ Patrick Smerkers, Senior Vice President, Finance and Operations 06/24/2021 Signature of Reporting Person Date Northpond Ventures GP II, LLC, By: /s/ Patrick Smerkers, Senior Vice President, Finance and Operations 06/24/2021 Signature of Reporting Person Date Northpond Ventures II, LP, By: Northpond Ventures GP II, LLC, its general partner, By: /s/ Patrick Smerkers, Senior Vice President, Finance and Operations 06/24/2021 Signature of Reporting Person Date /s/ Michael P. Rubin 06/24/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Upon the closing of the initial public offering of Codex DNA, Inc. (the "Issuer"), each share of Class A Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock"), of the Issuer and each share of Class A-1 Preferred stock, par value $0.0001 per share of the Issuer (the "Series A-1 Preferred Stock") automatically converted on a one-for-one basis into shares of the Issuer's common stock, par value $0.0001 per share (the "Common Stock"). The right to convert the Series A Preferred Stock and Series A-1 Preferred Stock into Common Stock had no expiration date. ( 2 )Northpond Ventures GP, LLC ("Northpond GP LLC") is the general partner of Northpond Ventures, LP ("Northpond Fund"), and Michael P. Rubin is the managing member of Northpond GP LLC. As a result, each of Northpond GP LLC and Mr. Rubin may be deemed to share beneficial ownership with respect to the shares held of record by Northpond Fund. Each of Northpond GP LLC and Mr. Rubin disclaim beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. ( 3 )Northpond Ventures GP II, LLC ("Northpond GP II LLC") is the general partner of Northpond Ventures II, LP ("Northpond Fund II"), and Michael P. Rubin is the managing member of Northpond GP II LLC. As a result, each of Northpond GP II LLC and Mr. Rubin may be deemed to share beneficial ownership with respect to the shares held of record by Northpond Fund II. Each of Northpond GP II LLC and Mr. Rubin disclaim beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.