Sec Form 4 Filing - Calhoun Philip Gregory @ 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
Calhoun Philip Gregory
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 236,878 A 236,878 D
Common Stock 12/29/2020 A 3,226,006 A 3,226,006 I See Footnote ( 2 ) ( 5 )
Common Stock 12/29/2020 A 62,851 A 62,851 I See Footnote ( 3 ) ( 5 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Calhoun Philip Gregory
C/O DANIMER SCIENTIFIC, INC.
140 INDUSTRIAL BOULEVARD
BAINBRIDGE, GA39817
X
Signatures
/s/ Philip Gregory Calhoun 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 the Greg Calhoun DGT Family Trusts u/t/a dated September 22, 2020 GST Exempt Trust.
( 3 )These shares are owned by the Greg Calhoun DGT Family Trusts u/t/a dated September 22, 2020 Non-GST Exempt Trust.
( 4 )Received pursuant to the Merger Agreement in exchange for stock options to purchase shares of MHG common stock.
( 5 )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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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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