Sec Form 5 Filing - Dowdy John @ Danimer Scientific, Inc. - 2021-12-31

FORM 5 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 Dowdy John 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 FINANCIAL OFFICER (Last) (First) (Middle) C/O DANIMER SCIENTIFIC, INC., 140 INDUSTRIAL BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2021 (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 Common Stock, par value $0.0001 per share ("Common Stock") 12/28/2021 G( 1 ) V 3,460( 2 ) D $ 0 318,665( 3 ) I See Footnotes( 4 ) Common Stock 12/28/2021 G( 5 ) V 3,460( 2 ) D $ 0 315,205( 3 ) I See Footnotes( 4 ) Common Stock 12/28/2021 G( 6 ) V 3,460( 2 ) D $ 0 311,745( 3 ) I See Footnotes( 4 ) Common Stock 12/28/2021 G( 7 ) V 3,460( 2 ) D $ 0 308,285( 3 ) I See Footnotes( 4 ) Common Stock 12/28/2021 G V 3,460 A $ 0 3,460 I Shares held by daughter( 1 )( 4 ) Common Stock 12/28/2021 G V 3,460 A $ 0 3,460 I Shares held by son( 4 )( 5 ) Common Stock 12/28/2021 G V 3,460 A $ 0 3,460 I Shares held by daughter( 6 ) Common Stock 12/28/2021 G V 3,460 A $ 0 3,460 I Shares held by daughter( 7 ) Common Stock 351,083( 8 ) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dowdy John C/O DANIMER SCIENTIFIC, INC. 140 INDUSTRIAL BOULEVARD BAINBRIDGE, GA39817 CHIEF FINANCIAL OFFICER Signatures /s/ John A. Dowdy, III 02/14/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Gift to adult daughter who is currently sharing Reporting Person's household. ( 2 )These shares were gifted by the John Adams Dowdy, III Living Trust. ( 3 )The John Adams Dowdy, III Living Trust is the owner of these shares. ( 4 )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. ( 5 )Gift to adult son who is currently sharing Reporting Person's household. ( 6 )Gift to a minor daughter who is currently sharing Reporting Person's household. ( 7 )Gift to another minor daughter who is currently sharing Reporting Person's household. ( 8 )As previously disclosed, Mr. Dowdy was granted restricted shares of the Common Stock under a restricted stock award (the "Restricted Stock Award"), pursuant to the Danimer Scientific, Inc. 2020 Long-Term Incentive 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).

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