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*
(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) 07/08/2021 | ||||||||||||||||||||||||||
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 ("Common Stock") | 07/08/2021 | J(1) | 5,000,000 | D | (1) | 0 | I | Live Oak Sponsor Partners, LLC(1) | ||
Common Stock | 345,824 | I | RJH Management LLC(2)(3) |
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 |
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 Reporting Person is a managing member of the Sponsor and as such, has voting and investment discretion with respect to the securities held by the Sponsor and therefore the Reporting Person may be deemed to beneficially own the securities held by the Sponsor. The Reporting Person disclaims any beneficial ownership of the reported securities owned by the Sponsor 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. RJH Management LLC ("RJH Management") is a member of the Sponsor. The Reporting Person owns and controls RJH Management and is a managing member of the Sponsor and as such, has voting and investment discretion with respect to the securities held by RJH Management and the Sponsor. Therefore, the Reporting Person may be deemed to beneficially own the securities held by RJH Management and the Sponsor. The Reporting Person disclaims any beneficial ownership of the reported securities owned by RJH Management and the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly. As the distributions of such shares of Common Stock constituted only a change in the form of the Reporting Person's indirect ownership without changing the Reporting Person's pecuniary interest in such securities, the Reporting Person was not required to report this distribution in accordance with the exemptions afforded by Rule 16a-13 of the Securities Exchange Act of 1934, as amended. |
3. (continuation of footnote 2) The Reporting Person disclaims any beneficial ownership of the reported securities owned by RJH Management and the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly. As the distributions of such shares of Common Stock constituted only a change in the form of the Reporting Person's indirect ownership without changing the Reporting Person's pecuniary interest in such securities, the Reporting Person was not required to report this distribution in accordance with the exemptions afforded by Rule 16a-13 of the Securities Exchange Act of 1934, as amended. |
/s/ Richard J. Hendrix | 08/10/2021 | |
** 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 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. |