0001213900-20-045826.txt : 20201231 0001213900-20-045826.hdr.sgml : 20201231 20201231180839 ACCESSION NUMBER: 0001213900-20-045826 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201229 FILED AS OF DATE: 20201231 DATE AS OF CHANGE: 20201231 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pratt Stuart W CENTRAL INDEX KEY: 0001836986 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39280 FILM NUMBER: 201429613 MAIL ADDRESS: STREET 1: 303 CONGRESS STREET CITY: BOSTON STATE: MA ZIP: 02210 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Danimer Scientific, Inc. CENTRAL INDEX KEY: 0001779020 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] IRS NUMBER: 841924518 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 140 INDUSTRIAL BOULEVARD CITY: BAINBRIDGE STATE: GA ZIP: 39817 BUSINESS PHONE: 229-243-7075 MAIL ADDRESS: STREET 1: 140 INDUSTRIAL BOULEVARD CITY: BAINBRIDGE STATE: GA ZIP: 39817 FORMER COMPANY: FORMER CONFORMED NAME: Danimer Scientific, Inc DATE OF NAME CHANGE: 20201229 FORMER COMPANY: FORMER CONFORMED NAME: Live Oak Acquisition Corp DATE OF NAME CHANGE: 20200106 FORMER COMPANY: FORMER CONFORMED NAME: Foxhound Merger Partners, Inc. DATE OF NAME CHANGE: 20190605 4 1 ownership.xml OWNERSHIP DOCUMENT X0306 4 2020-12-29 0 0001779020 Danimer Scientific, Inc. DNMR 0001836986 Pratt Stuart W C/O DANIMER SCIENTIFIC, INC. 140 INDUSTRIAL BOULEVARD BAINBRIDGE GA 39817 1 0 0 0 Class A Common Stock ("Common Stock") 2020-12-29 4 A 0 1713892 A 1713892 D Common Stock 2020-12-29 4 A 0 1388166 A 1388166 I See footnote Common Stock 2020-12-29 4 J 0 244786 24.20 D 1469106 D Stock Option 6.88 2020-12-29 4 A 0 5952 A 2021-07-30 2030-07-30 Common Stock 5952 5952 D Stock Option 6.88 2020-12-29 4 A 0 12363 A 2021-02-25 2030-12-18 Common Stock 12363 12363 D Stock Option 24.20 2020-12-29 4 A 0 30000 A 2030-12-29 Common Stock 30000 30000 D Stock Option 24.20 2020-12-29 4 A 0 312258 A 2030-12-29 Common Stock 312258 312258 D Received in exchange for shares of common stock of Meredian Holdings Group, Inc., a Georgia corporation ("MHG") pursuant to the Agreement and Plan of Merger, dated as of October 3, 2020, by and among Live Oak Acquisition Corp., a Delaware corporation ("Live Oak"), Green Merger Corp., a Georgia corporation and wholly owned subsidiary of Live Oak ("Merger Sub"), MHG, Live Oak Sponsor Partners, LLC, as representative for Live Oak, and John A. Dowdy, Jr., as representative of the shareholders of the Company, as amended by Amendment No. 1, dated as of October 8, 2020, and Amendment No. 2, dated as of December 11, 2020, by and among all the parties thereto (as amended, the "Merger Agreement"), pursuant to which MHG became a direct, wholly-owned subsidiary of Live Oak, which subsequently changed its name to Danimer Scientific, Inc. (the "Issuer"). These shares are owned by Wentworth 84 Irrevocable Trust and Wentworth 84. These shares of Common Stock were surrendered by the Reporting Person to the Issuer in satisfaction of outstanding indebtedness. Received pursuant to the Merger Agreement in exchange for stock options to purchase shares of MHG common stock. Options to purchase 10,000 shares of Common Stock will vest and become exercisable on or after December 29, 2021 if the closing price of a share of Common Stock equals or exceeds $14.00 for any twenty (20) trading dates within a thirty (30)-day trading period beginning on December 29, 2021, options to purchase 10,000 shares of Common Stock will vest and become exercisable on or after December 29, 2022 if the closing price of a share of Common Stock equals or exceeds $17.00 for any twenty (20) trading dates within a thirty (30)-day trading period beginning on December 29, 2021 and options to purchase 10,000 shares of Common Stock will vest and become exercisable on or after December 29, 2023 if the closing price of a share of Common Stock equals or exceeds $20.00 for any twenty (20) trading dates within a thirty (30)-day trading period beginning on December 29, 2021. Granted pursuant to the terms of the Merger Agreement and issued under the Plan. The option will not be exercisable until the later to occur of February 1, 2024 or the approval by the shareholders of the Issuer of an amendment to the Plan to increase the number of shares available under the Plan in an amount sufficient to permit the exercise of the option. Granted in connection with the business combination contemplated by the Merger Agreement and issued under the Plan. The Reporting Person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. /s/ Stuart W. Pratt 2020-12-31