Sec Form 4 Filing - Tuten Scott @ 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
Tuten Scott
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 Marketing 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
Class A Common Stock ("Common Stock") 12/29/2020 A 146,192 A 146,192 D
Common Stock 12/29/2020 A 51,870 A 51,870 I See Footnote ( 2 ) ( 7 )
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 71,249 ( 3 ) 06/30/2026 Common Stock 71,249 ( 4 ) 71,249 D
Stock Option $ 3.28 12/29/2020 A 320,530 ( 3 ) 11/14/2026 Common Stock 320,530 ( 4 ) 320,530 D
Stock Option $ 3.28 12/29/2020 A 274,740 ( 3 ) 12/18/2027 Common Stock 274,740 ( 4 ) 274,740 D
Stock Option $ 6.88 12/29/2020 A 91,580 09/01/2023 09/01/2030 Common Stock 91,580 ( 4 ) 91,580 D
Stock Option $ 24.2 12/29/2020 A 642,934 ( 5 ) 12/29/2030 Common Stock 642,934 ( 6 ) 642,934 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Tuten Scott
C/O DANIMER SCIENTIFIC, INC.
140 INDUSTRIAL BOULEVARD
BAINBRIDGE, GA39817
Chief Marketing Officer
Signatures
/s/ Scott C. Tuten 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 Scott C. Tuten Family Trusts.
( 3 )The options are fully vested and currently exercisable.
( 4 )Received pursuant to the Merger Agreement in exchange for stock options to purchase shares of MHG common stock.
( 5 )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 days 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 days 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 days 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 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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