Amendment: SEC Form SCHEDULE 13G/A filed by Ginkgo Bioworks Holdings Inc.
$DNA
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 1)
|
Ginkgo Bioworks Holdings, Inc. (Name of Issuer) |
Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) |
37611X209 (CUSIP Number) |
09/30/2025 (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)
|
SCHEDULE 13G
|
| CUSIP No. | 37611X209 |
| 1 | Names of Reporting Persons
Cascade Investment, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
WASHINGTON
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,621,636.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
7.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: All shares of the Class A common stock, $0.0001 par value per share (the "Common Stock") of Ginkgo Bioworks Holdings, Inc. (the "Issuer") held by Cascade Investment, L.L.C. ("Cascade") may be deemed to be beneficially owned by William H. Gates III as the sole member of Cascade.
The number of shares beneficially owned includes 299,052 earn-out shares that will vest in substantially equal installments if the Issuer's Common Stock achieves a price per share for any period of 20 trading days out of 30 consecutive trading days prior to September 16, 2026 that equals or exceeds certain thresholds as set forth in the Merger Agreement, dated as of May 11, 2021, by and among Soaring Eagle Acquisition Corp., SEAC Merger Sub Inc. and Ginkgo Bioworks, Inc., as amended (the "Merger Agreement").
Item 11 is based on 48,523,595 shares of Common Stock outstanding as of October 31, 2025, as reported on the Issuer's Form 10-Q filed on November 6, 2025.
SCHEDULE 13G
|
| CUSIP No. | 37611X209 |
| 1 | Names of Reporting Persons
William H. Gates III | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,621,636.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
7.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: All shares of the Common Stock of the Issuer held by Cascade may be deemed to be beneficially owned by William H. Gates III as the sole member of Cascade.
The number of shares beneficially owned includes 299,052 earn-out shares that will vest in substantially equal installments if the Issuer's Common Stock achieves a price per share for any period of 20 trading days out of 30 consecutive trading days prior to September 16, 2026 that equals or exceeds certain thresholds as set forth in the Merger Agreement.
Item 11 is based on 48,523,595 shares of Common Stock outstanding as of October 31, 2025, as reported on the Issuer's Form 10-Q filed on November 6, 2025.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Ginkgo Bioworks Holdings, Inc. | |
| (b) | Address of issuer's principal executive offices:
27 Drydock Avenue 8th Floor Boston, MA, 02210 | |
| Item 2. | ||
| (a) | Name of person filing:
Cascade Investment, L.L.C. ("Cascade") and William H. Gates III ("WHG"). | |
| (b) | Address or principal business office or, if none, residence:
Cascade - 2365 Carillon Point, Kirkland, Washington 98033
WHG - 500 Fifth Avenue North, Seattle, Washington 98109 | |
| (c) | Citizenship:
Cascade is a limited liability company organized under the laws of the State of Washington.
WHG is a citizen of the United States of America. | |
| (d) | Title of class of securities:
Class A Common Stock, $0.0001 par value per share | |
| (e) | CUSIP No.:
37611X209 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See the responses to Item 9 on the attached cover pages. | |
| (b) | Percent of class:
7.5 %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See the responses to Item 5 on the attached cover pages. | ||
| (ii) Shared power to vote or to direct the vote:
See the responses to Item 6 on the attached cover pages. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See the responses to Item 7 on the attached cover pages. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See the responses to Item 8 on the attached cover pages. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
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. | Certifications: |
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.
|
|
|
|
|
Comments accompanying signature: This Amendment is being filed jointly by the Reporting Persons pursuant to the Joint Filing Agreement dated September 24, 2021, and included with the signature page to the Reporting Persons' Schedule 13G with respect to the Issuer filed on September 24, 2021, SEC File No. 005-92710, and incorporated by reference herein.
Duly authorized under Special Limited Power of Attorney appointing Alan Heuberger attorney-in-fact, dated October 11, 2013, by and on behalf of Michael Larson, filed as Exhibit 99.1 to Amendment No. 9 to Cascade's Schedule 13D with respect to Western Asset/Claymore Inflation-Linked Opportunities & Income Fund on December 11, 2013, SEC File No. 005-81261, and incorporated by reference herein.
Duly authorized under Special Limited Power of Attorney appointing Alan Heuberger attorney-in-fact, dated August 12, 2008, by and on behalf of William H. Gates III, filed as Exhibit 99.2 to Amendment No. 1 to Cascade's Schedule 13D with respect to Otter Tail Corporation on April 15, 2009, SEC File No. 005-06638, and incorporated by reference herein.