John Bissell - Jun 25, 2021 Form 4 Insider Report for Origin Materials, Inc. (ORGN)

Role
President, Co-CEO and Director, Director
Signature
John Bissell, by /s/ Ron A. Metzger, Attorney-in-Fact
Stock symbol
ORGN
Transactions as of
Jun 25, 2021
Transactions value $
$0
Form type
4
Date filed
6/29/2021, 08:07 PM
Next filing
Nov 15, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ORGN Common Stock Award +635K 635K Jun 25, 2021 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ORGN Stock Option (Right to Buy) Award +388K 388K Jun 25, 2021 Common Stock 388K $0.28 Direct F1, F3, F4
transaction ORGN Stock Option (Right to Buy) Award +138K 138K Jun 25, 2021 Common Stock 138K $0.37 Direct F1, F3, F5
transaction ORGN Stock Option (Right to Buy) Award +1.9M 1.9M Jun 25, 2021 Common Stock 1.9M $0.14 Direct F1, F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Received pursuant to the Agreement and Plan of Merger and Reorganization, dated as of February 16, 2021, as amended, by and among Artius Acquisition Inc. ("Artius"), Zero Carbon Merger Sub Inc., a direct, wholly owned subsidiary of Artius ("Merger Sub") and Micromidas, Inc., doing business as Origin Materials ("Legacy Origin") (the "BCA"), pursuant to which Merger Sub merged with and into Legacy Origin, with Legacy Origin surviving as a wholly owned subsidiary of Artius (which subsequently changed its name to Origin Materials, Inc., the "Issuer").
F2 The BCA provides that the former stockholders and option holders of Legacy Origin will receive additional shares of the Issuer's Common Stock if the dollar volume-weighted average price of the Issuer's Common Stock equals or exceeds $15.00, $20.00 and $25.00 for 10 consecutive trading days during the 3-year, 4-year or 5-year period, respectfully, following June 25, 2021. The reporting person's right to receive up to 683,928 additional shares pursuant to this earn-out became fixed and irrevocable on June 25, 2021, the effective date of the merger.
F3 This Stock Option is fully vested and exercisable.
F4 Received in exchange for a Stock Option to purchase 183,118 shares of Legacy Origin Common Stock.
F5 Received in exchange for a Stock Option to purchase 65,000 shares of Legacy Origin Common Stock.
F6 This Stock Option is subject to the following vesting schedule: (i) 423,294 shares subject to the Stock Option vested on June 25, 2021 (the "Vesting Commencement Date"), (ii) 529,119 shares are subject to monthly vesting for 48 months from the Vesting Commencement Date, (iii) 211,647 shares will vest upon achievement of a 10-day $15 trading price during the 3 years following the Vesting Commencement Date, (iv) 317,471 shares will vest upon achievement of a 10-day $25 trading price during the 5 years following the Vesting Commencement Date and (v) 423,295 shares will vest upon achievement of a 10-day $50 trading price during the 5 years following the Vesting Commencement Date.
F7 Received in exchange for a Stock Option to purchase 900,000 shares of Legacy Origin Common Stock.