| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/11/2019 |
3. Issuer Name and Ticker or Trading Symbol
SYNLOGIC, INC. [ SYBX ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 6,340,771 | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Class A Warrants to Purchase Common Stock | 06/11/2019(1) | 06/11/2044 | Common Stock | 2,548,117(1) | 0.01 | D | |
| Explanation of Responses: |
| 1. The Warrants were exercisable immediately upon their issuance, however the terms of the Warrants include a beneficial ownership limitation pursuant to which they are exercisable only to the extent that such exercise does not result in the Reporting Person's beneficial ownership exceeding 19.99% of the Common Stock outstanding at any time. |
| Remarks: |
| Exhibit List: Exhibit 24 - Power of Attorney |
| /s/ Reshma Shetty, Attorney-in-Fact | 06/19/2019 | |
| ** Signature of Reporting Person | Date | |
| 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 5 (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 Number. | ||
EXHIBIT 24 TO FORM 3
POWER OF ATTORNEY
The undersigned hereby makes, constitutes and appoints each of Reshma Shetty, Austin Che and Karen Tepichen (each, an “Attorney”), signing singly, with full power of substitution, a true and lawful attorney-in-fact for the undersigned, in the undersigned’s name, place and stead and on
the undersigned’s behalf, to complete, execute and file with the United States Securities and Exchange Commission, one or more initial statements of beneficial ownership of securities, statements of changes in beneficial ownership of securities,
annual statements of beneficial ownership of securities and/or information statements pursuant to Sections 16(a), 13(d) and/or 13(g) of the Securities Exchange Act of 1934 and the rules and regulations thereunder, and any other amendments, forms,
certificates, documents or instruments that the Attorney deems necessary or appropriate in order to comply with the requirements of said Sections 16(a), 13(d) and/or 13(g) and said rules and regulations.
The undersigned hereby acknowledges that the Attorneys, in serving in such capacity at the undersigned’s request, are not
assuming any of the undersigned’s responsibilities to comply with Sections 16(a), 13(d) and/or 13(g) of the Securities Exchange Act of 1934 and the rules and regulations thereunder.
This Power of Attorney shall remain in effect unless a written revocation thereof is delivered to the Attorneys.
Dated: June 19, 2019.
GINKGO BIOWORKS,
INC.
By: /s/ Jason Kelly
Name: Jason Kelly
Title: Chief Executive Officer