Sec Form 13G Filing - Knight Thomas F. Jr. filing for GINKGO BIOWORKS HLDGS INC (DNA) - 2023-02-14

Securities and Exchange Commission

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

Ginkgo Bioworks Holdings, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

37611X100

(CUSIP Number)

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Ginkgo Bioworks Holdings, Inc. (the “Issuer”).

(b) Address of Issuer’s Principal Executive Offices:

27 Drydock Avenue, 8th Floor, Boston, MA 02210.

Thomas F. Knight Jr. (the “Reporting Person”).

(b) Address or Principal Business Office:

The business address of the Reporting Person is c/o Ginkgo Bioworks Holdings, Inc., 27 Drydock Avenue, 8th Floor, Boston, MA 02210.

(c) Citizenship of each Reporting Person is:

The Reporting Person is a citizen of the United States.

(d) Title of Class of Securities:

Class A common stock, par value $0.0001 per share (“Class A Common Stock”).

(e) CUSIP Number:

37611X100

Not applicable.

(a-c)

The ownership information presented below represents beneficial ownership of Class A Common Stock of the Issuer as of December 31, 2022, based upon 1,485,254,982 shares of Class A Common Stock outstanding as of February 10, 2023 and 8,972,183 shares of Class A Common Stock issuable upon conversion of shares of Class B common stock, $0.0001 per share, of the Issuer (“Class B Common Stock”) owned by the Reporting Person.

The share amount reported herein consists of

The Reporting Person has the power to withdraw the shares of Class A Common Stock held in the Family Trust and Family Trust—Marital Share in exchange for assets of equivalent value at his sole discretion and for his sole benefit. As such, the Reporting Person may be deemed to share beneficial ownership over the shares held of record by the Family Trust and Family Trust—Marital Share. The Reporting Person serves as co-trustee for the GRAT. As such, the Reporting Person may be deemed to share beneficial ownership over the shares held of record by the GRAT. The shares of Class B Common Stock may be redeemed by the holder at any time for shares of Class A Common Stock on a one-to-one basis.

The reported share amount excludes 5,496,994 shares held in trusts the beneficiaries of which are members of the Reporting Person’s family because the Reporting Person does not have voting or dispositive power over shares held by those trusts or the ability to obtain voting or dispositive power within 60 days.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2023