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). | |||||||||||||||||
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Danimer Scientific, Inc. [ DNMR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/01/2024 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Class A Common Stock | 06/01/2024 | M | 26,578 | A | $0.00 | 26,578 | D | |||
Class A Common Stock | 363,943 | I | John P. Amboian 2008 Living Trust(1) | |||||||
Class A Common Stock | 545,915 | I | Kings Trail Trust Dtd 09/19/2018(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Restricted Stock Units | (3) | 06/01/2024 | M | 26,578 | (4) | (4) | Common Stock | 26,578 | $0.00 | 0 | D |
Explanation of Responses: |
1. Represents the pro rata in kind distribution of all of the shares of Common Stock of the Issuer held by Live Oak Sponsor Partners, LLC (the "Sponsor"), without consideration, to its members. The John P. Amboian 2008 Living Trust (the "Living Trust") is a member of the Sponsor, and the Reporting Person is the sole trustee of the Living Trust and therefore the Reporting Person may be deemed to beneficially own the securities held by the Living Trust. The Reporting Person disclaims any beneficial ownership of the reported securities owned by the Living Trust other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
2. Represents the pro rata in kind distribution of all of the shares of Common Stock of the Issuer held by the Sponsor, without consideration, to its members. Kings Trail Trust Dtd 09/19/2018 (the "Kings Trail Trust") is a member of the Sponsor, and the Reporting Person's spouse is the sole trustee of the Kings Trail Trust and therefore the Reporting Person may be deemed to beneficially own the securities held by the Kings Trail Trust. The Reporting Person disclaims any beneficial ownership of the reported securities owned by the Kings Trail Trust other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
3. Each restricted stock unit represents a contingent right to receive one share of Danimer Scientific Class A common stock. |
4. Comprised of an award of restricted stock units (RSU) granted as director compensation under the Danimer Scientific, Inc. 2020 Long-Term Incentive Plan (the "Plan") with each RSU representing the right to receive one share of Danimer Scientific Class A Common Stock. All of these RSU's will vest and become non-forfeitable on June 1, 2024 subject to recipient's continued service as a director of the Company. |
/s/ Stephen A. Martin, attorney-in-fact | 06/04/2024 | |
** 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 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 Number. |