Filing Details

 

 

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 remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

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).

 

 

 

CUSIP No. 37611X100		Schedule 13G		Page 2 of 6

 

1		Names of Reporting Persons     Thomas F. Knight Jr.
2		Check the Appropriate Box if a Member of a Group     (a)  ☐        (b)  ☐
3		SEC Use Only
4		Citizenship or Place of Organization     United States

Number of Shares  Beneficially  Owned by Each Reporting Person With				5		Sole Voting Power     33,477,356
				6		Shared Voting Power     41,458,760
				7		Sole Dispositive Power     33,477,356
				8		Shared Dispositive Power     41,458,760

9		Aggregate Amount Beneficially Owned by Each Reporting Person     74,936,116
10		Check if the Aggregate Amount in Row (9) Excludes Certain Shares     Not Applicable
11		Percent of Class Represented by Amount in Row 9     5.0%
12		Type of Reporting Person     IN

CUSIP No. 37611X100		Schedule 13G		Page 3 of 6

 

ITEM 1. (a)

Name of Issuer:

Ginkgo Bioworks Holdings, Inc. (the Issuer).

(b) Address of Issuers Principal Executive Offices:

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

 

ITEM 2. (a)

Name of Person Filing:

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

 

ITEM 3.

Not applicable.

 

ITEM 4.

Ownership.

(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.

 

Amount beneficially owned: 74,936,116

 

Percent of Class: 5.0%

CUSIP No. 37611X100		Schedule 13G		Page 4 of 6

 

Number of shares the Reporting Person has:

 

Sole power to vote or direct the vote: 33,477,356

 

Shared power to vote: 41,458,760

 

Sole power to dispose or direct the disposition of: 33,477,356

 

Shared power to dispose or direct the disposition of: 41,458,760

The share amount reported herein consists of

 

(i)

24,505,173 shares of Class A Common Stock held of record by the Reporting Person;

 

(ii)

8,972,183 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held of record by the Reporting Person;

 

(iii)

35,293,804 shares of Class A Common Stock held of record by The Knight Family Trust dated August 20, 2019 of which Peter P. Brown, James Yost Knight, and Elizabeth June Knight are co-trustees (the Family Trust);

 

(iv)

4,468,287 shares of Class A Common Stock held of record by The Knight Family Trust Marital Share dated March 2, 2021 of which Peter P. Brown, James Yost Knight, and Elizabeth June Knight are co-trustees (the Family TrustMarital Share); and

 

(v)

1,696,669 shares of Class A Common Stock held of record by The Thomas F. Knight Jr. Grantor Retained Annuity Trust (2) dated December 16, 2020 (the GRAT) of which the Reporting Person and Peter P. Brown are co-trustees.

The Reporting Person has the power to withdraw the shares of Class A Common Stock held in the Family Trust and Family TrustMarital 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 TrustMarital 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 Persons 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.

 

ITEM 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

 

ITEM 6.

Ownership of More Than Five Percent on Behalf of Another Person.

Not applicable.

CUSIP No. 37611X100		Schedule 13G		Page 5 of 6

 

 

ITEM 7.

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

 

ITEM 8.

Identification and Classification of Members of the Group.

Not applicable.

 

ITEM 9.

Notice of Dissolution of Group.

Not applicable.

 

ITEM 10.

Certification.

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.

CUSIP No. 37611X100		Schedule 13G		Page 6 of 6

 

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

 

By:		/s/ Thomas F. Knight Jr.
Name:		Thomas F. Knight Jr.