Ronaghi Mostafa Form 3 Dynamics Special Purpose / Mostafa Ronaghi ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

Ronaghi Mostafa

(Last) (First) (Middle)

C/O DYNAMICS SPECIAL PURPOSE CORP.

2875 EL CAMINO REAL

(Street)

REDWOOD CITY CA 94061

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/25/2021

3. Issuer Name and Ticker or Trading Symbol
Dynamics Special Purpose Corp. [ DYNS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A common stock	715,500(1)	I	See footnote(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B common stock	(3)	(3)	Class A Common Stock	5,750,000(3)(4)	0.00	I	See footnote(2)

Explanation of Responses:

1. Up to 60,000 of these shares of Class A common stock will be forfeited in the event the underwriters for the Issuer's initial public offering do not exercise in full their overallotment option in connection with that offering, all as described in the Issuer's prospectus on Form S-1 filed on May 7, 2021 (the "Prospectus").

2. Dynamics Sponsor LLC, a Delaware limited liability company, (the "Sponsor") is the record holder of these shares. The Sponsor is governed by a board of managers consisting of Omid Farokhzad and Mostafa Ronaghi who hold an economic interest therein.

3. These shares of Class B common stock will automatically convert on a one-for-one basis (subject to adjustment) into Class A common stock for no additional consideration at the time of the initial business combination by the Issuer, subject to the adjustments described in the Prospectus. The shares of Class B Common Stock have no expiration date.

4. Up to 750,000 of these shares of Class B common stock will be forfeited in the event the underwriters for the Issuer's initial public offering do not exercise in full their overallotment option in connection with that offering, all as described in the Prospectus.

Remarks:

	/s/ Mostafa Ronaghi	05/25/2021
	** Signature of Reporting Person	Date
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 5 (b)(v).
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