DYNC SPL : Statement of Changes in Beneficial Ownership (Form 4)
June 11, 2022 at 02:23 am
Share
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. 20549STATEMENT 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
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(**)
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(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.
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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.
Dynamics Special Purpose Corp. is a blank check company. The Company is formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. It has not selected any specific business combination target and has not engaged in any substantive discussions, directly or indirectly, with any business combination target. The Company intends to focus on industries across the emerging healthcare value chain, life sciences tools, enabling-software, synthetic biology drug discovery and development platforms that enable applications in prevention, diagnosis, treatment and advanced bio-materials. The Company neither engages in any business operations nor generates any revenues.