Sec Form 4 Filing - HAJOST MICHAEL A @ Danimer Scientific, Inc. - 2023-02-28

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person HAJOST MICHAEL A 2. Issuer Name and Ticker or Trading Symbol Danimer Scientific, Inc. [ DNMR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O DANIMER SCIENTIFIC, INC., 140 INDUSTRIAL BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 02/28/2023 (Street) BAINBRIDGE, GA39817 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option $ 2.58 02/28/2023 A 149,254 ( 1 ) 02/28/2033 Common Stock 149,254 $ 0 149,254 D Performance Stock Award $ 0 02/28/2023 A 77,519 ( 2 )( 3 )( 4 ) ( 5 ) Common Stock 77,519 $ 0 77,519 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HAJOST MICHAEL A C/O DANIMER SCIENTIFIC, INC. 140 INDUSTRIAL BOULEVARD BAINBRIDGE, GA39817 Chief Financial Officer Signatures /s/Stephen A. Martin, attorney-in-fact 03/02/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option to purchase shares of the Issuer's Class A common stock ("Common Stock") was granted to Reporting Person on February 28, 2023 under the Danimer Scientific, Inc. 2020 Long-Term Incentive Plan (the "Plan"). Options to purchase 49,751 shares of the Issuer's Common Stock will vest and become exercisable on each of February 28, 2024, February 28, 2025 and 49,752 shares of the Issuer's Common Stock will vest and become exercisable on February 28, 2026. ( 2 )Comprised of a performance stock award (the "PSA") granted under the Plan consisting of 77,519 performance shares of the Common Stock (the "Performance Shares"). ( 3 )Under the PSA, the Performance Shares will be issued only if they have vested in accordance with the following vesting criteria:(i) 50% of the Performance Shares (the "Total PHA Revenue Metric Shares") will be subject to vesting upon achievement of the Total PHA Revenue metric as follows: the threshold for vesting of the Total PHA Revenue Metric Shares will be the Issuer achieving Total PHA Revenue of at least $177 million, in which event 50% of the Total PHA Revenue Metric Shares will vest, and upon the Issuer achieving Total PHA Revenue of $202 million, 100% of the Total PHA Revenue Metric Shares will vest, with pro rata vesting of the Total PHA Revenue Metric Shares for any amount of Total PHA Revenue in between such ranges (in each case without duplication); ( 4 )(ii) 50% of the Performance Shares (the "Adjusted EBITDA Metric Shares") will be subject to vesting upon achievement of the earnings before interest, taxes, depreciation and amortization, including all adjustments made for reporting this metric in public filings ("Adjusted EBITDA") as follows: the threshold for vesting the Adjusted EBITDA Metric Shares will be the Issuer achieving Adjusted EBITDA of at least $36 million, in which event 50% of the Adjusted EBITDA Metric Shares will vest, and upon the Issuer achieving $44 million of Adjusted EBITDA, 100% of the Adjusted EBITDA Metric Shares will vest, with pro rata vesting of the Adjusted EBITDA Metric Shares for any amount of Adjusted EBITDA in between such ranges (in each case without duplication). ( 5 )The earlier of February 28, 2026 or the Reporting Person's Termination Date (as defined in the Plan).

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).

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