SEC Form SC 13G filed by Soaring Eagle Acquisition Corp.
| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Ginkgo Bioworks Holdings, Inc.
(Name of Issuer)
Class A Common Stock, $0.0001 par value
(Title of Class of Securities)
37611X100
(CUSIP Number)
September 16, 2021
(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) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s 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 | |||||
| 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 State of Washington | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power 151,865,481 (1)(2) | |||
| 6. | Shared Voting Power -0- | ||||
| 7. | Sole Dispositive Power 151,865,481 (1)(2) | ||||
| 8. | Shared Dispositive Power -0- | ||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 151,865,481 (1)(2) | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||||
| 11. | Percent of Class Represented by Amount in Row (9) 11.4% (3) | ||||
| 12. | Type of Reporting Person (See Instructions) OO | ||||
| (1) | 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. |
| (2) | Includes 15,949,483 earn-out shares that will vest in four 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 the following thresholds: $12.50, $15.00, $17.50 and $20.00. |
| (3) | Based on 1,330,072,374 shares of Common Stock outstanding as of September 16, 2021, as reported on the Issuer’s Form 8-K filed on September 20, 2021. |
CUSIP No. 37611X100 | |||||
| 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 of America | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power 151,865,481 (1)(2) | |||
| 6. | Shared Voting Power -0- | ||||
| 7. | Sole Dispositive Power 151,865,481 (1)(2) | ||||
| 8. | Shared Dispositive Power -0- | ||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 151,865,481 (1)(2) | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||||
| 11. | Percent of Class Represented by Amount in Row (9) 11.4% (3) | ||||
| 12. | Type of Reporting Person (See Instructions) IN | ||||
| (1) | 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. |
(2) Includes 15,949,483 earn-out shares that will vest in four 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 the following thresholds: $12.50, $15.00, $17.50 and $20.00.
| (3) | Based on 1,330,072,374 shares of Common Stock outstanding as of September 16, 2021, as reported on the Issuer’s Form 8-K filed on September 20, 2021. |
| Item 1. | |||
| (a) | Name of Issuer: Ginkgo Bioworks Holdings, Inc. (the “Issuer”) | ||
| (b) | Address of Issuer’s Principal Executive Offices: 27 Drydock Avenue, 8th Floor Boston, Massachusetts 02210 | ||
| Item 2. | |||
| (a) | Name of Person Filing: Cascade Investment, L.L.C. (“Cascade”) and William H. Gates III (together, the “Reporting Persons”) | ||
| (b) | Address of Principal Business Office or, if none, Residence: Cascade – 2365 Carillon Point, Kirkland, Washington 98033 Mr. Gates – 500 Fifth Avenue North, Seattle, Washington 98109 | ||
| (c) | Citizenship: Cascade is a limited liability company organized under the laws of the State of Washington. Mr. Gates 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 Number: 37611X100 | ||
| 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: | ||
| Not Applicable. | |||
| Item 4. | Ownership. | ||
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | |||
| (a) | Amount beneficially owned: See the responses to Item 9 on the attached cover pages. | ||
| (b) | Percent of class: See the responses to Item 11 on the attached cover pages. | ||
| (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 Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨
| Item 6. | Ownership of More than Five 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. | 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. |
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: September 24, 2021 | CASCADE INVESTMENT, L.L.C. | ||
| By: | * | ||
| Name: | Alan Heuberger(1) | ||
| Title: | Attorney-in-fact for Michael Larson, Business Manager | ||
|
WILLIAM H. GATES III | |||
| By: | * | ||
| Name: | Alan Heuberger(2) | ||
| Title: | Attorney-in-fact | ||
| *By: | /s/ Alan Heuberger | |
| Alan Heuberger |
| (1) | 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 |
| (2) | 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. |
JOINT FILING AGREEMENT
We, the signatories of the statement to which this Joint Filing Agreement is attached, hereby agree that such statement is filed, and any amendments thereto filed by any or all of us, will be filed, on behalf of each of us.
| Date: September 24, 2021 | CASCADE INVESTMENT, L.L.C. | ||
| By: | * | ||
| Name: | Alan Heuberger(1) | ||
| Title: | Attorney-in-fact for Michael Larson, Business Manager | ||
|
WILLIAM H. GATES III | |||
| By: | * | ||
| Name: | Alan Heuberger(2) | ||
| Title: | Attorney-in-fact | ||
| *By: | /s/ Alan Heuberger | |
| Alan Heuberger |
| (1) | 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. |
| (2) | 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. |