SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Farokhzad Omid

(Last) (First) (Middle)
C/O SENTI BIOSCIENCES, INC.
2 CORPORATE DRIVE, FIRST FLOOR, SOUTH

(Street)
SAN FRANCISCO CA 94080

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
06/08/2022
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 06/08/2022 M(1) 5,750,000(1)(3) A $0(1) 6,465,500(1)(3) I See footnotes(2)(3)
Common Stock 06/08/2022 J(1)(3) 4,518,097(1)(3) D $0(1) 1,947,403 I Dynamics Group, LLC(2)
Common Stock 06/08/2022 A 250,000 A $10 250,000 I OCF 2014 Trust(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 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 (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (1) 06/08/2022 M(1) 5,750,000 (1) (1) Class A Common Stock(1) 5,750,000 (1) 0 I See Footnotes(1)(3)
Explanation of Responses:
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.
/s/ Omid Farokhzad 06/10/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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