FORM 4
[X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Serber Zachariah
2. Issuer Name and Ticker or Trading Symbol

Zymergen Inc. [ ZY ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

5959 HORTON STREET, SUITE 700
3. Date of Earliest Transaction (MM/DD/YYYY)

10/19/2022
(Street)

EMERYVILLE, CA 94608
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/19/2022  D  2551685 D (1)(2)0 D  
Common Stock 10/19/2022  D  40000 D (1)0 I (3)See Footnote (3)
Common Stock 10/19/2022  D  40000 D (1)0 I (4)See Footnote (4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options $26.88 10/19/2022  D     63768   (5)2/17/2031 Common Stock 63768.0 $0 0 D  
Stock Options $4.47 10/19/2022  D     148742   (5)7/1/2027 Common Stock 148742.0 $0 0 D  
Stock Options $31.0 10/19/2022  D     458333   (5)4/21/2031 Common Stock 458333.0 $0 0 D  

Explanation of Responses:
(1) Pursuant to the Agreement and Plan of Merger, dated as of July 24, 2022 (the "Merger Agreement"), by and among Ginkgo Bioworks Holdings, Inc. ("Ginkgo"), Pepper Merger Subsidiary Inc. and the Issuer, each share of the Issuer's common stock was cancelled and converted into a right to receive 0.9179 of a share of Class A common stock of Ginkgo (the "Merger Consideration"), together with cash in lieu of any fractional shares of Class A common stock of Ginkgo.
(2) Pursuant to the Merger Agreement, at the effective time of the merger (the "Effective Time"), all outstanding vested Issuer restricted stock units ("RSUs") (including after giving effect to any acceleration of vesting to which the Issuer RSUs were entitled as of immediately prior to the Effective Time) were cancelled and converted into a right to receive the Merger Consideration in respect of such Issuer RSUs and cash in lieu of any fractional shares of Class A common stock of Ginkgo.
(3) Held by the Rorik Serber 2021 Irrevocable Trust.
(4) Held by spouse as custodian for children under the California Uniform Transfer to Minors Act.
(5) Immediately prior to the Effective Time, all outstanding Issuer stock options vested in full pursuant to the terms of the agreements governing such stock options. Pursuant to the Merger Agreement, at the Effective Time, each Issuer stock option with an exercise price per share equal to or greater than the Merger Consideration Value (as defined in the Merger Agreement) was cancelled for no consideration.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Serber Zachariah
5959 HORTON STREET, SUITE 700
EMERYVILLE, CA 94608
X



Signatures
/s/ Celeste Ferber, attorney-in-fact10/19/2022
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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