Amended Statement of Ownership (sc 13g/a)
October 21 2022 - 3:31PM
Edgar (US Regulatory)
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Zymergen Inc.
(Name of Issuer)
Common Stock
(Title of
Class of Securities)
98985X100
(CUSIP Number)
October 19, 2022
(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)
| * |
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).
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| CUSIP No. 98985X100 |
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Schedule 13G |
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Page 1 of 8 |
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| 1 |
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Names of Reporting Persons
SB Investment Advisers (UK) Limited |
| 2 |
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Check the Appropriate Box
if a Member of a Group (a) ☐ (b) ☐
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| 3 |
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SEC Use Only
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| 4 |
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Citizenship or Place of
Organization England and
Wales |
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| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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5 |
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Sole Voting Power
0 |
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6 |
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Shared Voting Power
0 |
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7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
0 |
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| 9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
| 10 |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not
Applicable |
| 11 |
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Percent of
Class Represented by Amount in Row 9 0.0% |
| 12 |
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Type of Reporting
Person CO |
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| CUSIP No. 98985X100 |
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Schedule 13G |
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Page 2 of 8 |
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| 1 |
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Names of Reporting Persons
SoftBank Vision Fund (AIV M1) L.P. |
| 2 |
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Check the Appropriate Box
if a Member of a Group (a) ☐ (b) ☐
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| 3 |
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SEC Use Only
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| 4 |
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Citizenship or Place of
Organization
Delaware |
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| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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5 |
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Sole Voting Power
0 |
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6 |
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Shared Voting Power
0 |
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7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
0 |
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| 9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
| 10 |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not
Applicable |
| 11 |
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Percent of
Class Represented by Amount in Row 9 0.0% |
| 12 |
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Type of Reporting
Person PN |
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| CUSIP No. 98985X100 |
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Schedule 13G |
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Page 3 of 8 |
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| 1 |
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Names of Reporting Persons
SVF Endurance (Cayman) Limited |
| 2 |
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Check the Appropriate Box
if a Member of a Group (a) ☐ (b) ☐
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| 3 |
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SEC Use Only
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| 4 |
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Citizenship or Place of
Organization Cayman
Islands |
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| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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5 |
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Sole Voting Power
0 |
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6 |
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Shared Voting Power
0 |
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7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
0 |
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| 9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
| 10 |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not
Applicable |
| 11 |
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Percent of
Class Represented by Amount in Row 9 0.0% |
| 12 |
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Type of Reporting
Person CO |
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| CUSIP No. 98985X100 |
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Schedule 13G |
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Page 4 of 8 |
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| 1 |
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Names of Reporting Persons
SVF Excalibur (Cayman) Limited |
| 2 |
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Check the Appropriate Box
if a Member of a Group (a) ☐ (b) ☐
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| 3 |
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SEC Use Only
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| 4 |
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Citizenship or Place of
Organization Cayman
Islands |
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| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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5 |
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Sole Voting Power
0 |
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6 |
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Shared Voting Power
0 |
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7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
0 |
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| 9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
| 10 |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not
Applicable |
| 11 |
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Percent of
Class Represented by Amount in Row 9 0.0% |
| 12 |
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Type of Reporting
Person CO |
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| CUSIP No. 98985X100 |
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Schedule 13G |
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Page 5 of 8 |
| ITEM 1. |
(a) Name of Issuer: |
Zymergen Inc. (the “Issuer”).
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(b) |
Address of Issuer’s Principal Executive Offices: |
5959 Horton Street, Suite 700, Emeryville, California 94608
| ITEM 2. |
(a) Name of Person Filing: |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the
“Reporting Persons.” This statement is filed on behalf of:
SB Investment Advisers (UK) Limited (“SBIA
UK”)
SoftBank Vision Fund (AIV M1) L.P. (“AIV M1”)
SVF Endurance (Cayman) Limited
SVF Excalibur (Cayman) Limited
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(b) |
Address or Principal Business Office: |
The address for SBIA UK is 69 Grosvenor Street, London W1K 3JP, United Kingdom. The address for AIV M1 is 251 Little Falls
Drive, Wilmington, Delaware 19808. The address for each of SVF Excalibur (Cayman) Limited and SVF Endurance (Cayman) Limited is c/o Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman
KY1-9008, Cayman Islands.
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(c) |
Citizenship of each Reporting Person is: |
SBIA UK is organized under the laws of England and Wales. AIV M1 is organized under the laws of the State of Delaware. Each of
SVF Excalibur (Cayman) Limited and SVF Endurance (Cayman) Limited is organized under the laws of the Cayman Islands.
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(d) |
Title of Class of Securities: |
Common Stock, par value $0.001 per share (“Common Stock”).
98985X100
Not applicable.
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| CUSIP No. 98985X100 |
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Schedule 13G |
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Page 6 of 8 |
(a-c) This amendment to Schedule 13G is being filed to report that, as of the date hereof, the
Reporting Persons do not beneficially own any shares of Common Stock.
| 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 Persons have ceased to be the beneficial owner of
more than five 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. |
Not applicable.
| ITEM 8. |
Identification and Classification of Members of the Group. |
Not applicable.
| ITEM 9. |
Notice of Dissolution of Group. |
Not applicable.
Not applicable.
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| CUSIP No. 98985X100 |
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Schedule 13G |
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Page 7 of 8 |
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: October 21, 2022
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| SB Investment Advisers (UK) Limited |
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| By: |
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/s/ Amanda Sanchez-Barry |
| Name: |
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Amanda Sanchez- Barry |
| Title: |
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General Counsel |
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| SoftBank Vision Fund (AIV M1) L.P. |
| By: |
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SB Investment Advisers (UK) Limited, its manager |
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| By: |
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/s/ Amanda Sanchez-Barry |
| Name: |
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Amanda Sanchez- Barry |
| Title: |
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General Counsel |
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| SVF Endurance (Cayman) Limited |
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| By: |
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/s/ Jonathan Duckles |
| Name: |
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Jonathan Duckles |
| Title: |
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Director |
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| SVF Excalibur (Cayman) Limited |
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| By: |
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/s/ Jonathan Duckles |
| Name: |
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Jonathan Duckles |
| Title: |
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Director |
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| CUSIP No. 98985X100 |
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Schedule 13G |
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Page 8 of 8 |
LIST OF EXHIBITS
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| Exhibit No. |
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Description |
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| 99 |
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Joint Filing Agreement (previously filed). |
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