Statement of Changes in Beneficial Ownership (4)
March 12 2021 - 5:47PM
Edgar (US Regulatory)
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 OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 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.
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DNMR
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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 |
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(Last)
(First)
(Middle)
C/O DANIMER SCIENTIFIC, INC., 140 INDUSTRIAL BOULEVARD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/10/2021 |
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(Street)
BAINBRIDGE, GA 39817
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class A Common Stock ("Common Stock") | 3/10/2021 | | A(1)(2)(3) | | 377259 | A | $0 | 377259 | D | |
| Common Stock | | | | | | | | 303054 | I | See Footnotes (4)(5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security
(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 |
| Explanation of Responses: |
| (1) | Comprised of a restricted stock award (the "RSA") granted under the Danimer Scientific, Inc. 2020 Long-Term Incentive Plan (the "Plan") consisting of 377,259 restricted shares of the Common Stock (the "Restricted Shares"). |
| (2) | Under the RSA, the Restricted Shares shall vest as follows: (i) one-sixth of the Restricted Shares shall vest on December 29, 2021 (the "First Time Vesting Date"); (ii) one-sixth of the Restricted Shares shall vest on December 29, 2022 (the "Second Time Vesting Date"); (iii) one-sixth of the Restricted Shares shall vest on December 29, 2023 (the "Third Time Vesting Date"); (iv) one-sixth of the Restricted Shares shall vest if the volume weighted average trading price (the "VWAP") of a share of Common Stock equals or exceeds $24.20 for any 20 trading dates within a 30 day trading period beginning on the First Time Vesting Date and ending on December 29, 2030; |
| (3) | Continuation of footnote (2): (v) one-sixth of the Restricted Shares shall vest if the VWAP of a share of Common Stock equals or exceeds $24.20 for any 20 trading dates within a 30 day trading period beginning on the Second Time Vesting Date and ending on December 29, 2030; and (vi) one-sixth of the Restricted Shares shall vest if the VWAP of a share of Common Stock equals or exceeds $24.20 for any 20 trading dates within a 30 day trading period beginning on the Third Time Vesting Date and ending on December 29, 2030. |
| (4) | These shares are owned by John Adams Dowdy, III Living Trust. |
| (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. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Dowdy John
C/O DANIMER SCIENTIFIC, INC.
140 INDUSTRIAL BOULEVARD
BAINBRIDGE, GA 39817 |
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| Chief Financial Officer |
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Signatures
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| /s/ John A. Dowdy, III | | 3/12/2021 |
| **Signature of Reporting Person | Date |
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