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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Nelson Todd Robert
2. Issuer Name and Ticker or Trading Symbol

Codex DNA, Inc. [ DNAY ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
President & CEO
(Last)          (First)          (Middle)

C/O CODEX DNA, INC., 9535 WAPLES STREET, SUITE 100
3. Date of Earliest Transaction (MM/DD/YYYY)

2/27/2022
(Street)

SAN DIEGO, CA 92121
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy) $10.2 (1)2/27/2022  A   183500     (2)2/27/2032 Common Stock 183500.0 $0 183500 D  
Restricted Stock Unit  (3)2/27/2022  A   47900     (4) (4)Common Stock 47900.0 $0 47900 D  

Explanation of Responses:
(1) The exercise price is the closing price of the Issuer's Common stock on February 28, 2022, the first business day following the date of grant.
(2) Subject to the Reporting Person's continuing as a Service Provider (as defined in the Issuer's 2021 Equity Incentive Plan) through each applicable vesting date, twenty-five percent (25%) of the shares subject to the option shall vest on the one (1) year anniversary of the Vesting Commencement Date, and one thirty-sixth (1/36th) of the remaining shares subject to the option shall vest in equal monthly installments on the same day of the month as the Vesting Commencement Date. "Vesting Commencement Date" shall mean February 27, 2022.
(3) Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.
(4) Subject to the Reporting Person's continuing as a Service Provider (as defined in the Issuer's 2021 Equity Incentive Plan) through each applicable vesting date, twenty-five percent (25%) of the RSUs subject to the award shall vest on the one (1) year anniversary of the Vesting Commencement Date, and twenty five percent (25%) of the remaining RSUs subject to the award shall vest in equal annual installments on the same day of the month as the Vesting Commencement Date. "Vesting Commencement Date" shall mean February 27, 2022.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Nelson Todd Robert
C/O CODEX DNA, INC.
9535 WAPLES STREET, SUITE 100
SAN DIEGO, CA 92121
XXPresident & CEO

Signatures
/s/ Jennifer McNealey, as Attorney-in-Fact3/1/2022
**Signature of Reporting PersonDate


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 4(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).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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