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 *

Ocko Matthew
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)

270 UNIVERSITY AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

10/19/2022
(Street)

PALO ALTO, CA 94301
(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  2448901 D (1)0 I See footnote (2)
Common Stock 10/19/2022  D  4917734 D (1)0 I See footnote (3)

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

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, together with cash in lieu of any fractional shares of Class A common stock of Ginkgo.
(2) Represents shares held of record by Data Collective II, L.P. ("DCVC II"). Data Collective II GP, LLC ("DCVC II GP") is the general partner of DCVC II and has sole voting and dispositive power with regard to the shares held by DCVC II. The Reporting Person is a managing member of DCVC II GP and shares voting and dispositive power with respect to the shares held by DCVC II. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of such shares and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares, except to the extent of his indirect pecuniary interest therein, if any.
(3) Represents shares held of record by DCVC Opportunity Fund, L.P. ("DCVC Opportunity Fund"). DCVC Opportunity Fund GP, LLC ("DCVC Opportunity Fund GP") is the general partner of DCVC Opportunity Fund and has sole voting and dispositive power with regard to the shares held by DCVC Opportunity Fund. The Reporting Person is a managing member of DCVC Opportunity Fund GP and shares voting and dispositive power with respect to the shares held by DCVC Opportunity Fund. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of such shares and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares, except to the extent of his indirect pecuniary interest therein, if any.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Ocko Matthew
270 UNIVERSITY AVENUE
PALO ALTO, CA 94301
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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