SEC FORM 4 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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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*
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. Issuer Name and Ticker or Trading Symbol
Zymergen Inc. [ ZY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 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)
Form filed by One Reporting Person
X 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 04/26/2021 C 26,614,219 A (1) 26,614,219 I See footnotes(2)(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Preferred Stock (1) 04/26/2021 C 7,818,079 (1) (1) Common Stock 7,830,394 (1) 0 I See footnotes(2)(3)
Series C Preferred Stock (1) 04/26/2021 C 17,664,099 (1) (1) Common Stock 17,664,099 (1) 0 I See footnotes(2)(3)
Series D Preferred Stock (1) 04/26/2021 C 1,119,726 (1) (1) Common Stock 1,119,726 (1) 0 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. Upon the closing of the Issuer's initial public offering, each share of the Issuer's Series A, A-1, C and D Preferred Stock automatically converted into shares of the Issuer's Common Stock on a 1-to-1 basis, and each share of the Issuer's Series B Preferred Stock automatically converted into shares of the Issuer's Common Stock on a 1-to-1.001575089 basis.
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 04/28/2021
SVF Endurance (Cayman) Limited By: /s/ Brian Wheeler, Director 04/28/2021
SoftBank Vision Fund (AIV M1) L.P., By: SB Investment Advisers (UK) Limited, its manager, By: /s/ Brian Wheeler, General Counsel 04/28/2021
SB Investment Advisers (UK) Limited By: /s/ Brian Wheeler, General Counsel 04/28/2021
** Signature of Reporting Person Date
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