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., 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)
10/19/2022
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 10/19/2022 J(1) 26,614,219 D (1) 0 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
1. Name and Address of Reporting Person*
SVF Excalibur (Cayman) Ltd

(Last) (First) (Middle)
C/O WALKERS CORP LTD., 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., 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. Pursuant to the Merger Agreement, dated July 24, 2022 (the "Merger Agreement"), by and among the Issuer, Ginkgo Bioworks Holdings, Inc. ("Ginkgo") and Pepper Merger Subsidiary Inc., the Issuer became an indirect wholly owned subsidiary of Ginkgo upon consummation of the merger on October 19, 2022 (the "Effective Time"), as provided for in the Merger Agreement. At the Effective Time, each share of the Issuer's common stock was automatically cancelled, extinguished and converted into the right to receive 0.9179 shares of Class A common stock of Ginkgo, with fractional shares paid in cash, without interest.
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, but disclaims beneficial ownership except to the extent of the pecuniary interest therein.
Remarks:
SVF Excalibur (Cayman) Limited By: /s/ Jonathan Duckles, Director 10/21/2022
SVF Endurance (Cayman) Limited By: /s/ Jonathan Duckles, Director 10/21/2022
SoftBank Vision Fund (AIV M1) L.P., By: SB Investment Advisers (UK) Limited, its manager, By: /s/ Amanda Sanchez-Barry, General Counsel 10/21/2022
SB Investment Advisers (UK) Limited By: /s/ Amanda Sanchez-Barry, General Counsel 10/21/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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