Zymergen (ZY) Form 4 Zymergen / SANDRA E PETERSON 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

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X

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^*

PETERSON SANDRA E

(Last) (First) (Middle)

5959 HORTON STREET, SUITE 700

(Street)

EMERYVILLE CA 94608

(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)
10/19/2022

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/19/2022		D		119,119	D	(1)	0	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options	$9.6	10/19/2022		D			133,333	(2)	05/01/2030	Common Stock	133,333	$0	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of July 24, 2022 (the "Merger Agreement"), by and among Ginkgo Bioworks Holdings, Inc. ("Ginkgo"), Pepper Merger Subsidiary Inc. and the Issuer, each share of the Issuer's common stock was cancelled and converted into a right to receive 0.9179 of a share of Class A common stock of Ginkgo (the "Merger Consideration"), together with cash in lieu of any fractional shares of Class A common stock of Ginkgo. Immediately prior to the effective time of the merger (the "Effective Time"), all outstanding Issuer restricted stock units ("RSUs") vested in full pursuant to the terms of the agreements governing such Issuer RSUs. Pursuant to the Merger Agreement, immediately prior to the Effective Time, the Issuer RSUs were cancelled and converted into a right to receive the Merger Consideration in respect of such Issuer RSUs and cash in lieu of any fractional shares of Class A common stock of Ginkgo.

2. Immediately prior to the Effective Time, all outstanding Issuer stock options vested in full pursuant to the terms of the agreements governing such stock options. Pursuant to the Merger Agreement, at the Effective Time, each Issuer stock option with an exercise price per share equal to or greater than the Merger Consideration Value (as defined in the Merger Agreement) was cancelled for no consideration.

Remarks:

	/s/ Celeste Ferber, attorney-in-fact	10/19/2022
	** 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).
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