SEC FORM 3 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
 
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
SVF Excalibur (Cayman) Ltd

(Last) (First) (Middle)
C/O WALKERS CORP LTD., CAYMAN
CORPORATE CENTRE, 190 ELGIN AVENUE

(Street)
GEORGE TOWN E9 KY1-9008

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/21/2021
3. Issuer Name and Ticker or Trading Symbol
Zymergen Inc. [ ZY ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
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
Series B Preferred Stock (1) (1) Common Stock 7,830,394 (1) I See footnotes(2)(3)
Series C Preferred Stock (1) (1) Common Stock 17,664,099 (1) I See footnotes(2)(3)
Series D Preferred Stock (1) (1) Common Stock 1,119,726 (1) I See footnotes(2)(3)
1. Name and Address of Reporting Person*
SVF Excalibur (Cayman) Ltd

(Last) (First) (Middle)
C/O WALKERS CORP LTD., CAYMAN
CORPORATE CENTRE, 190 ELGIN AVENUE

(Street)
GEORGE TOWN E9 KY1-9008

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SVF Endurance (Cayman) Ltd

(Last) (First) (Middle)
C/O WALKERS CORP LTD., CAYMAN
CORPORATE CENTRE, 190 ELGIN AVENUE

(Street)
GEORGE TOWN, E9 KY1-9008

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SB INVESTMENT ADVISERS (UK) LTD

(Last) (First) (Middle)
69 GROSVENOR STREET,

(Street)
LONDON, X0 W1K 3JP

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SOFTBANK VISION FUND (AIV M1) L.P.

(Last) (First) (Middle)
251 LITTLE FALLS DRIVE

(Street)
WILMINGTON, DE 19808

(City) (State) (Zip)
Explanation of Responses:
1. Each share of the Issuer's Series A, A-1, C and D preferred stock is convertible on a 1-to-1 basis into shares of the Issuer's Common Stock, and each shares of the Issuer's Series B preferred stock is convertible on a 1-to-1.001575089 basis into shares of the Issuer's Common Stock. Each share of preferred stock is convertible at the holder's election and has no expiration date. The preferred stock will automatically convert into Common Stock upon the closing of the Issuer's initial public offering.
2. The securities reported herein are held of record by SVF Excalibur (Cayman) Limited, which is a wholly owned subsidiary of SVF Endurance (Cayman) Limited, which is a wholly owned subsidiary of SoftBank Vision Fund (AIV M1) L.P. SB Investment Advisers (UK) Limited has been appointed as alternative investment fund manager ("AIFM") and is exclusively responsible for managing SoftBank Vision Fund (AIV M1) L.P. in accordance with the Alternative Investment Fund Managers Directive and is authorized and regulated by the UK Financial Conduct Authority accordingly.
3. As AIFM of SoftBank Vision Fund (AIV M1) L.P., SB Investment Advisers (UK) Limited is exclusively responsible for making all decisions related to the acquisition, structuring, financing and disposal of SoftBank Vision Fund (AIV M1) L.P.'s investments. As a result, each of the reporting persons may be deemed to share beneficial ownership of the securities reported herein. Each of them disclaims any such beneficial ownership except to the extent of its pecuniary interest therein.
Remarks:
SVF Excalibur (Cayman) Limited By: /s/ Brian Wheeler, Director 04/21/2021
SVF Endurance (Cayman) Limited By: /s/ Brian Wheeler, Director 04/21/2021
SoftBank Vision Fund (AIV M1) L.P., By: SB Investment Advisers (UK) Limited, its manager, By: /s/ Brian Wheeler, General Counsel 04/21/2021
SB Investment Advisers (UK) Limited By: /s/ Brian Wheeler, General Counsel 04/21/2021
** 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).
** 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.