4//SEC Filing
Eagle Equity Partners III, LLC 4
Accession 0000899243-21-037215
CIK 0001830214other
Filed
Sep 21, 8:00 PM ET
Accepted
Sep 22, 9:57 PM ET
Size
13.7 KB
Accession
0000899243-21-037215
Insider Transaction Report
Form 4
Eagle Equity Partners III, LLC
Director10% OwnerOther
Transactions
- Disposition to Issuer
Private Placement Warrants
2021-09-16−1,925,000→ 17,325,000 totalExercise: $11.50→ Class A Common Stock (1,925,000 underlying) - Exercise/Conversion
Class B Ordinary Shares
2021-09-16−43,125,000→ 0 total→ Class A Common Stock (43,125,000 underlying) - Disposition to Issuer
Class A Common Stock
2021-09-16−11,534,052→ 31,590,948 total - Award
Private Placement Warrants
2021-09-16$10.00/sh+19,250,000$192,500,000→ 19,250,000 totalExercise: $11.50→ Class A Common Stock (19,250,000 underlying)
Footnotes (3)
- [F1]In connection with the closing (the "Closing") of the business combination (the "Business Combination") between the Issuer (which was formerly known as Soaring Eagle Acquisition Corp. or "Soaring Eagle") and Ginkgo Bioworks, Inc. ("Ginkgo"), among other things, each share of Soaring Eagle's Class B ordinary shares converted pursuant to the terms of such shares into shares of the Issuer's Class A common stock on a one-for-one basis. Simultaneously, pursuant to the Sponsor Support Agreement, dated as of May 11, 2021 (the "Sponsor Support Agreement") between the Reporting Person, Ginkgo, Soaring Eagle and certain other shareholders, the Reporting Person forfeited to the Issuer at no cost 11,534,052 shares of the Issuer's Class A common stock, which was exempted pursuant to Rule 16b-3(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
- [F2]The private placement warrants were acquired from the Issuer in connection with its initial public offering, the terms of which are described under the heading "Description of Securities" in the Issuer's registration statement on Form S-1 (File No. 333-251661). Each private placement warrant is exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share, subject to certain adjustments. The private placement warrants are reported as acquired for purposes of Section 16 of the Exchange Act concurrently with the Closing, because they did not become derivative securities until such date based on the terms of their exercisability.
- [F3]Pursuant to the Sponsor Support Agreement, the Reporting Person forfeited to the Issuer at the Closing 10% of the private placement warrants it then held at no cost, which was exempted pursuant to Rule 16b-3(e) under the Exchange Act.
Documents
Issuer
Ginkgo Bioworks Holdings, Inc.
CIK 0001830214
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001840996
Filing Metadata
- Form type
- 4
- Filed
- Sep 21, 8:00 PM ET
- Accepted
- Sep 22, 9:57 PM ET
- Size
- 13.7 KB