0001213900-21-048940.txt : 20210920 0001213900-21-048940.hdr.sgml : 20210920 20210920201039 ACCESSION NUMBER: 0001213900-21-048940 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210916 FILED AS OF DATE: 20210920 DATE AS OF CHANGE: 20210920 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tuten Scott CENTRAL INDEX KEY: 0001836749 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39280 FILM NUMBER: 211264488 MAIL ADDRESS: STREET 1: 286 DOE RUN DRIVE CITY: CAIRO STATE: GA ZIP: 39828 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 X0306 4 2021-09-16 0 0001779020 Danimer Scientific, Inc. DNMR 0001836749 Tuten Scott C/O DANIMER SCIENTIFIC, INC. 140 INDUSTRIAL BOULEVARD BAINBRIDGE GA 39817 0 1 0 0 Chief Marketing Officer Class A Common Stock ("Common Stock") 2021-09-16 4 A 0 9200 A 532651 D Common Stock 2021-09-17 4 M 0 10000 3.28 A 542651 D Common Stock 2021-09-17 4 S 0 10000 16.559 D 532651 D Stock Option 3.28 2021-09-17 4 M 0 10000 0 D 2026-06-30 Common Stock 10000 51249 D 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, Meredian Holdings Group Inc., a Georgia corporation ("MHG"), Live Oak Sponsor Partners, LLC, as representative for Live Oak, and John A. Dowdy, Jr., as representative of the shareholders of the Issuer, as amended by Amendment No. 1, dated as of October 8, 2020, and Amendment No. 2, dated as of December 11, 2020 (as so amended, the "Merger Agreement"), by and among all the parties thereto, pursuant to which MHG became a direct, wholly-owned subsidiary of Live Oak, which subsequently changed its name to Danimer Scientific, Inc. (the "Issuer"), the Reporting Person is entitled to receive Reporting Person's pro rata portion of up to 6,000,000 Earn-Out Shares (as defined in the Merger Agreement) issuable among three tranches to MHG's shareholders based on the volume weighted average price of Issuer's stock price exceeding certain specified thresholds beginning on the six-month anniversary of the closing of the Merger. (continuation of footnote 1) The condition for the first tranche of 2,500,000 Earn-Out Shares has been satisfied and the Reporting Person received Reporting Person's pro rata shares of such Earn-Out Shares on September 16, 2021. The issuance of shares of the Issuer as merger consideration in the Merger, including the receipt of the Earn-Out Shares reported on this Form 4, was approved by Issuer's board of directors in December 2020 and is exempt under Rule 16b-3. Includes 377,259 restricted shares of the Common Stock granted under a previously disclosed restricted stock award. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Tuten on June 25, 2021. The Reporting Person exercised no discretion with respect to the sale. Proceeds from the sale were used to pay the exercise price of stock options, pursuant to a broker-assisted cashless exercise, and applicable withholding taxes. The September 17, 2021 sale of 10,000 shares of Common Stock was executed in multiple trades at prices ranging from $16.37 to $16.64. The price reported above reflects the volume-weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected. The options are fully vested and currently exercisable. /s/ Scott Tuten 2021-09-20