SEC FORM 3 SEC Form 3
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*
Dynamics Sponsor LLC

(Last) (First) (Middle)
C/O DYNAMICS SPECIAL PURPOSE CORP.
2875 EL CAMINO REAL

(Street)
REDWOOD CITY CA 94061

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/25/2021
3. Issuer Name and Ticker or Trading Symbol
Dynamics Special Purpose Corp. [ DYNS ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
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 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)
Class A common stock 715,500(1) D(4)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 B common stock (1) (1) Class A common stock 5,750,000(2)(3) 0.00 D(4)
Explanation of Responses:
1. Up to 60,000 of these shares of Class A common stock will be forfeited in the event the underwriters for the Issuer's initial public offering do not exercise in full their overallotment option in connection with that offering, all as described in the Issuer's prospectus on Form S-1 filed on May 7, 2021 (the "Prospectus").
2. These shares of Class B common stock will automatically convert on a one-for-one basis (subject to adjustment) into Class A common stock for no additional consideration at the time of the initial business combination by the Issuer, subject to the adjustments described in the Prospectus. The shares of Class B Common Stock have no expiration date.
3. Up to 750,000 of these shares of Class B common stock will be forfeited in the event the underwriters for the Issuer's initial public offering do not exercise in full their overallotment option in connection with that offering, all as described in the Prospectus.
4. Dynamics Sponsor LLC, a Delaware limited liability company, (the "Sponsor") is 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.
Remarks:
/s/ Mostafa Ronaghi, as Manager 05/25/2021
** 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).
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