Sec Form 4 Filing - Smith Michael Eric @ Danimer Scientific, Inc. - 2020-12-29

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Smith Michael Eric 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 Operating Officer (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

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 $ 3.28 12/29/2020 A 34,342 ( 1 ) 10/24/2024 Class A Common Stock ("Common Stock") 34,342 ( 2 ) 34,342 D Stock Option $ 3.28 12/29/2020 A 71,249 ( 1 ) 06/30/2026 Common Stock 71,249 ( 2 ) 71,249 D Stock Option $ 3.28 12/29/2020 A 607,660 ( 1 ) 06/30/2026 Common Stock 607,660 ( 2 ) 607,660 D Stock Option $ 3.28 12/29/2020 A 192,318 ( 1 ) 12/18/2027 Common Stock 192,318 ( 2 ) 192,318 D Stock Option $ 6.88 12/29/2020 A 91,580 09/01/2023 09/01/2030 Common Stock 91,580 ( 2 ) 91,580 D Stock Option $ 24.2 12/29/2020 A 642,934 ( 3 ) 12/29/2030 Common Stock 642,934 ( 4 ) 642,934 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Smith Michael Eric C/O DANIMER SCIENTIFIC, INC. 140 INDUSTRIAL BOULEVARD BAINBRIDGE, GA39817 Chief Operating Officer Signatures /s/ Michael Smith 12/31/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The options are fully vested and currently exercisable. ( 2 )Received pursuant to the Merger Agreement in exchange for stock options to purchase shares of MHG common stock. ( 3 )Options to purchase 214,311 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 214,311 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 214,312 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. ( 4 )Granted pursuant to the terms of the Merger Agreement and issued under 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).

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.