Ownership Submission
FORM 4
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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
1. Name and Address of Reporting Person *
Farokhzad Omid
2. Issuer Name and Ticker or Trading Symbol
Dynamics Special Purpose Corp. [SNTI]
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)
C/O SENTI BIOSCIENCES, INC. , 2 CORPORATE DRIVE, FIRST FLOOR, SOUTH
3. Date of Earliest Transaction (Month/Day/Year)
(Street)
SAN FRANCISCO CA 94080
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Farokhzad Omid
C/O SENTI BIOSCIENCES, INC.
2 CORPORATE DRIVE, FIRST FLOOR, SOUTH
SAN FRANCISCO, CA94080
X

Signatures
/s/ Omid Farokhzad 2022-06-10
**Signature of Reporting Person Date
Explanation of Responses:
(*) 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).
(1) Each share that Dynamics Sponsor LLC, a Delaware limited liability company (the "Sponsor"), held as record holder of Class B common stock, par value $0.0001, automatically converted into one share of Class A common stock, par value $0.0001, at the closing of the Issuer's initial business combination on June 8, 2022, and, pursuant to the Issuer's amended certificate of incorporation which came into effect on such date, shares of Class A common stock became shares of common stock (without class designation), par value $0.0001, of the Issuer at such time. The shares of Class B common stock had no expiration date. 329,386 shares of Class A common stock (to which Dynamics Group, LLC was otherwise entitled) were forfeited in connection therewith.
(2) Upon the consummation of the business combination described in footnote 1, the Sponsor distributed 1,947,403 shares of Issuer's common stock to Dynamics Group, LLC. Omid Farokhzad controls and is the sole member of Dynamics Group, LLC. The Sponsor's remaining interests in the Issuer (the 4,518,097 shares reported herein) were either forfeited by Sponsor or distributed to other members of the Sponsor.
(3) Prior to the distribution described in footnote 2, the Sponsor was the record holder of these shares. The Sponsor is governed by a board of managers consisting of Omid Farokhzad and Mostafa Ronaghi who hold an economic interest therein. Omid Farokhzad's beneficial ownership interest in the Sponsor is held indirectly through Dynamics Group, LLC. Mr. Farokhzad controls and is the sole member of Dynamics Group, LLC. Any action by the Sponsor with respect to Issuer or the shares reported above, including voting and dispositive decisions, required unanimous approval of the managers. Mr. Farokhzad disclaims beneficial ownership in these shares except to the extent of his pecuniary interest therein. As described in footnote 2, 4,518,097 of the shares held by the Sponsor (after subtracting the 1,947,403 distributed to Dynamics Group, LLC) were either forfeited by Sponsor or distributed to other members of the Sponsor.
(4) OCF 2014 Trust is the record owner of these shares. Mr. Farokhzad (and/or his family members) have an economic interest in the OCF 2014 Trust. Mr. Farokhzad disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Dynamics Special Purpose Corporation published this content on 10 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 June 2022 01:22:02 UTC.