Fallon Marie E.'s Form 4/A amendment
AmendedGinkgo Bioworks Holdings, Inc. (DNA) · filed Oct 7, 2022
- Accession no.
- 0000899243-22-033325
- Filed
- Oct 7, 2022, 8:19 PM ET
- Trade date
- Nov 17, 2021-Oct 3, 2022
- Filing delay
- 324 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
- Original filed
- Oct 4, 2022
This filing lists 3 non-derivative transactions and 3 derivative transactions. Open-market sales total $8.50K. It was filed 324 days after the trade.
This amendment replaces 0000899243-22-032863 (filed Oct 4, 2022).
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Fallon Marie E.CIK 0001883686 | Officer (See remarks) |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Sep 30, 2022 | Class A Common Stock | MOption exerciseAcquired | +6,134 | –F2 | – | 6,134 | Direct | |
| Oct 1, 2022 | Class A Common Stock | MOption exerciseAcquired | +226,376 | –F3 | – | 232,510 | Direct | |
| Oct 3, 2022 | Class A Common Stock | SSaleDisposed | −2,722 | $3.12 | −$8,497 | 229,788 | Direct |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Sep 30, 2022 | Class B Common Stock | MOption exerciseDisposed | −6,134 | –F2 | – | 52,760 | Direct | |
| Nov 17, 2021 | Restricted Stock Units | AGrant or awardAcquired | +490,805 | –F3 | – | 680,805 | Direct | |
| Oct 1, 2022 | Restricted Stock Units | MOption exerciseDisposed | −226,376 | –F3 | – | 442,161 | Direct |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
Represents the conversion of shares of Class B Common Stock to shares of Class A Common Stock.
- F2
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.
Referenced by the price of 1 transaction in Table I and 1 transaction in Table II.
- F3
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 226,376 of the RSUs was satisfied on October 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.
Referenced by the price of 1 transaction in Table I and 2 transactions in Table II.
- F4
Represents the number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of RSUs. 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.
- F5
Includes shares of Class B Common Stock that are subject to vesting conditions. Excludes RSUs, which were previously reported as shares of Class B Common Stock on the Form 4 filed by the reporting person on March 14, 2022. Because the Issuer has the ability to settle such RSUs with shares of Class A Common Stock or cash upon vesting, RSUs will be reported separately from shares of Class B Common Stock in future reports.
- F6
Includes RSUs that are subject to vesting conditions. Includes 190,000 RSUs that were acquired after November 17, 2021.
Remarks
This Form 4 amends and restates the Form 4 filed by the Reporting Person on October 4, 2022. Chief Accounting Officer