Zymergen Form 4 / Matthew Ocko ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Ocko Matthew

(Last)

(First)

(Middle)

270 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Zymergen Inc. [ ZY ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/26/2021

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/26/2021		C		210,450	A	⁽¹⁾	210,450	I	See footnote⁽³⁾
Common Stock	04/26/2021		C		2,936,283	A	⁽¹⁾	2,936,283	I	See footnote⁽⁴⁾
Common Stock	04/26/2021		C		2,014,506	A	⁽¹⁾	2,224,956	I	See footnote⁽³⁾
Common Stock	04/26/2021		C		1,687,050	A	⁽²⁾	4,623,333	I	See footnote⁽⁴⁾
Common Stock	04/26/2021		C		294,401	A	⁽¹⁾	4,917,734	I	See footnote⁽⁴⁾
Common Stock	04/26/2021		C		223,945	A	⁽¹⁾	2,448,901	I	See footnote⁽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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock⁽¹⁾	⁽¹⁾	04/26/2021		C			210,450	⁽¹⁾	⁽¹⁾	Common Stock	210,450	$0	0	I	See footnote⁽³⁾
Series A Preferred Stock⁽¹⁾	⁽¹⁾	04/26/2021		C			2,936,283	⁽¹⁾	⁽¹⁾	Common Stock	2,936,283	$0	0	I	See footnote⁽⁴⁾
Series A-1 Preferred Stock⁽¹⁾	⁽¹⁾	04/26/2021		C			2,014,506	⁽¹⁾	⁽¹⁾	Common Stock	2,014,506	$0	0	I	See footnote⁽³⁾
Series B Preferred Stock⁽²⁾	⁽²⁾	04/26/2021		C			1,684,397	⁽²⁾	⁽²⁾	Common Stock	1,687,050	$0	0	I	See footnote⁽⁴⁾
Series C Preferred Stock⁽¹⁾	⁽¹⁾	04/26/2021		C			294,401	⁽¹⁾	⁽¹⁾	Common Stock	294,401	$0	0	I	See footnote⁽⁴⁾
Series D Preferred Stock⁽¹⁾	⁽¹⁾	04/26/2021		C			223,945	⁽¹⁾	⁽¹⁾	Common Stock	223,945	$0	0	I	See footnote⁽³⁾

Explanation of Responses:

1. Each share of Series A, Series A-1, Series C and Series D Preferred Stock converted automatically into one share of the Issuer's common stock for no additional consideration upon the completion of the Issuer's initial public offering and has no expiration date.

2. Each share of Series B Preferred Stock converted automatically into 1.0015 shares of the Issuer's common stock for no additional consideration upon the completion of the Issuer's initial public offering and has no expiration date.

3. Represents shares held of record by Data Collective II, L.P. ("DCVC II"). Data Collective II GP, LLC ("DCVC II GP") is the general partner of DCVC II and has sole voting and dispositive power with regard to the shares held by DCVC II. The Reporting Person is a managing member of DCVC II GP and shares voting and dispositive power with respect to the shares held by DCVC II. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of such shares and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares, except to the extent of his indirect pecuniary interest therein, if any.

4. Represents shares held of record by DCVC Opportunity Fund, L.P. ("DCVC Opportunity Fund"). DCVC Opportunity Fund GP, LLC ("DCVC Opportunity Fund GP") is the general partner of DCVC Opportunity Fund and has sole voting and dispositive power with regard to the shares held by DCVC Opportunity Fund. The Reporting Person is a managing member of DCVC Opportunity Fund GP and shares voting and dispositive power with respect to the shares held by DCVC Opportunity Fund. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of such shares and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares, except to the extent of his indirect pecuniary interest therein, if any.

	/s/ Mina Kim, attorney-in-fact for Matthew Ocko	04/26/2021
	** 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 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.

Zymergen (ZY) Form 4Zymergen / Matthew Ocko ownership change