Ownership Submission
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FORM 4
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Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Kelly Jason R
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2. Issuer Name and Ticker or Trading Symbol
Ginkgo Bioworks Holdings, Inc. [DNA]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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__X__ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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See Remarks /
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(Last)
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(First)
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(Middle)
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C/O GINKGO BIOWORKS HOLDINGS, INC. , 27 DRYDOCK AVENUE
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3. Date of Earliest Transaction (Month/Day/Year)
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Kelly Jason R
C/O GINKGO BIOWORKS HOLDINGS, INC.
27 DRYDOCK AVENUE
BOSTON, MA02210
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X
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See Remarks
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Signatures
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/s/ Karen Tepichin, Attorney-in-fact
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2021-12-08
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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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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(1)
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The transactions being reported herein relate to a charitable donation of shares of Class A Common Stock. The donated shares remain subject to transfer restrictions in accordance with the Issuer's certificate of incorporation.
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(2)
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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.
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(3)
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Pursuant to the business combination of Soaring Eagle Acquisition Corp. and Ginkgo Bioworks, Inc. ("Legacy Ginkgo"), as contemplated by an agreement and plan of merger, dated May 11, 2021 and amended on May 14, 2021 (the "Merger Agreement"), (a) each share of Class A common stock of Legacy Ginkgo outstanding immediately prior to the effective time of the business combination was converted into approximately 49.080452 shares of the Issuer's Class A Common Stock; and (b) each share of Class B common stock of Legacy Ginkgo outstanding immediately prior to the effective time of the business combination was converted into approximately 49.080452 shares of the Issuer's Class B Common Stock.
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(4)
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Pursuant to the Merger Agreement, each share of Class A common stock of Legacy Ginkgo, each share of Class B common stock of Legacy Ginkgo, each option of Legacy Ginkgo under Legacy Ginkgo's stock incentive plans, each award of restricted common stock of Legacy Ginkgo under Legacy Ginkgo's stock incentive plans, and each award of restricted stock units of Legacy Ginkgo under Legacy Ginkgo's stock incentive plans, in each case outstanding immediately prior to the effective time of the business combination, received a proportional amount of the approximately 188.7 million earn-out shares.
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