Sec Form 4 Filing - Tuten Scott @ Danimer Scientific, Inc. - 2021-09-16

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)
09/16/2021
(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") 09/16/2021 A 9,200 A 532,651 ( 3 ) D
Common Stock 09/17/2021 M 10,000 A $ 3.28 542,651 ( 3 ) D
Common Stock 09/17/2021 S( 4 ) 10,000 D $ 16.559 ( 5 ) 532,651 ( 3 ) 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 $ 3.28 09/17/2021 M 10,000 ( 6 ) 06/30/2026 Common Stock 10,000 $ 0 51,249 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 Tuten 09/20/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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, Meredian Holdings Group Inc., a Georgia corporation ("MHG"), Live Oak Sponsor Partners, LLC, as representative for Live Oak, and John A. Dowdy, Jr., as representative of the shareholders of the Issuer, as amended by Amendment No. 1, dated as of October 8, 2020, and Amendment No. 2, dated as of December 11, 2020 (as so amended, the "Merger Agreement"), by and among all the parties thereto, pursuant to which MHG became a direct, wholly-owned subsidiary of Live Oak, which subsequently changed its name to Danimer Scientific, Inc. (the "Issuer"), the Reporting Person is entitled to receive Reporting Person's pro rata portion of up to 6,000,000 Earn-Out Shares (as defined in the Merger Agreement) issuable among three tranches to MHG's shareholders based on the volume weighted average price of Issuer's stock price exceeding certain specified thresholds beginning on the six-month anniversary of the closing of the Merger.
( 2 )(continuation of footnote 1) The condition for the first tranche of 2,500,000 Earn-Out Shares has been satisfied and the Reporting Person received Reporting Person's pro rata shares of such Earn-Out Shares on September 16, 2021. The issuance of shares of the Issuer as merger consideration in the Merger, including the receipt of the Earn-Out Shares reported on this Form 4, was approved by Issuer's board of directors in December 2020 and is exempt under Rule 16b-3.
( 3 )Includes 377,259 restricted shares of the Common Stock granted under a previously disclosed restricted stock award.
( 4 )This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Tuten on June 25, 2021. The Reporting Person exercised no discretion with respect to the sale. Proceeds from the sale were used to pay the exercise price of stock options, pursuant to a broker-assisted cashless exercise, and applicable withholding taxes.
( 5 )The September 17, 2021 sale of 10,000 shares of Common Stock was executed in multiple trades at prices ranging from $16.37 to $16.64. The price reported above reflects the volume-weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.
( 6 )The options are fully vested and currently exercisable.

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