Sec Form 4 Filing - Pratt Stuart W @ Danimer Scientific, Inc. - 2020-12-29

Insider filing report for Changes in Beneficial Ownership
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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
Pratt Stuart W
2. Issuer Name and Ticker or Trading Symbol
Danimer Scientific, Inc. [ DNMR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O DANIMER SCIENTIFIC, INC., 140 INDUSTRIAL BOULEVARD
3. Date of Earliest Transaction (MM/DD/YY)
12/29/2020
(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
Class A Common Stock ("Common Stock") 12/29/2020 A 1,713,892 A 1,713,892 D
Common Stock 12/29/2020 A 1,388,166 A 1,388,166 I See footnote ( 2 ) ( 9 )
Common Stock 12/29/2020 J( 3 ) 244,786 D $ 24.2 1,469,106 D
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 $ 6.88 12/29/2020 A 5,952 07/30/2021 07/30/2030 Common Stock 5,952 ( 4 ) 5,952 D
Stock Option $ 6.88 12/29/2020 A 12,363 02/25/2021 12/18/2030 Common Stock 12,363 ( 4 ) 12,363 D
Stock Option $ 24.2 12/29/2020 A 30,000 ( 5 ) 12/29/2030 Common Stock 30,000 ( 6 ) 30,000 D
Stock Option $ 24.2 12/29/2020 A 312,258 ( 7 ) 12/29/2030 Common Stock 312,258 ( 8 ) 312,258 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Pratt Stuart W
C/O DANIMER SCIENTIFIC, INC.
140 INDUSTRIAL BOULEVARD
BAINBRIDGE, GA39817
X
Signatures
/s/ Stuart W. Pratt 12/31/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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").
( 2 )These shares are owned by Wentworth 84 Irrevocable Trust and Wentworth 84.
( 3 )These shares of Common Stock were surrendered by the Reporting Person to the Issuer in satisfaction of outstanding indebtedness.
( 4 )Received pursuant to the Merger Agreement in exchange for stock options to purchase shares of MHG common stock.
( 5 )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.
( 6 )Granted pursuant to the terms of the Merger Agreement and issued under the Plan.
( 7 )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.
( 8 )Granted in connection with the business combination contemplated by the Merger Agreement and issued under the Plan.
( 9 )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.

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