Sec Form 4 Filing - Dynamics Sponsor LLC @ Dynamics Special Purpose Corp. - 2022-06-08

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
Dynamics Sponsor LLC
2. Issuer Name and Ticker or Trading Symbol
Dynamics Special Purpose Corp. [ SNTI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O 2875 EL CAMINO REAL
3. Date of Earliest Transaction (MM/DD/YY)
06/08/2022
(Street)
REDWOOD CITY, CA94061
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 06/08/2022 M( 1 )( 2 ) 5,750,000 A $ 0( 1 )( 2 ) 6,465,500 D( 3 )
Common Stock 06/08/2022 J( 1 )( 2 ) 6,465,500 D $ 0( 1 )( 2 ) 0 D( 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
Class B Common Stock ( 1 )( 2 ) 06/08/2022 M( 1 )( 2 ) 5,750,000 ( 1 )( 2 ) ( 1 )( 2 ) Class A Common Stock( 1 )( 2 ) 5,750,000 ( 1 )( 2 ) 0 D( 1 )( 2 )( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Dynamics Sponsor LLC
C/O 2875 EL CAMINO REAL
REDWOOD CITY, CA94061
X X
Signatures
/s/ Omid Farokhzad as Manager 06/10/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share that Dynamics Sponsor LLC, a Delaware limited liability company (the "Sponsor"), held as record holder of Class B common stock, par value $0.0001, automatically converted into one share of Class A common stock, par value $0.0001, at the closing of the Issuer's initial business combination on June 8, 2022, and, pursuant to the Issuer's amended certificate of incorporation which came into effect on such date, shares of Class A common stock became shares of common stock (without class designation), par value $0.0001, of the Issuer at such time. The shares of Class B common stock had no expiration date.
( 2 )In connection with the business combination, following the conversion of Class B common stock into Class A common stock, 871,028 shares of Class A common stock were forfeited by the Sponsor. Subsequent to the forfeiture described in the preceding sentence, the Sponsor distributed all shares of Class A common stock held by it to its members, which include Dynamics Group, LLC, an entity which Omid Farokhzad controls and is the sole member of, and David Epstein.
( 3 )The Sponsor was the record holder of these shares. The Sponsor is governed by a board of managers consisting of Omid Farokhzad and Mostafa Ronaghi.

Remarks:
Mr. Farokhzad's beneficial ownership interest in the Sponsor is held indirectly through Dynamics Group, LLC, of which Mr. Farokhzad is the sole member. For the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the Sponsor and Dynamics Group, LLC may be deemed a director by deputization with respect to the Issuer on the basis of Mr. Farokhzad's service on the Issuer's board of directors. The Sponsor disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein.

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