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

Role
Co-CEO and Director, Director
Signature
Richard J. Riley, 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
Aug 18, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ORGN Common Stock Award +190K 190K Jun 25, 2021 By Trust F1, F2, F3
transaction ORGN Common Stock Award +229K 229K Jun 25, 2021 By Trust F1, F4, F5
transaction ORGN Common Stock Award +708K 708K Jun 25, 2021 By Trust F1, F6, F7
holding ORGN Common Stock 0 Jun 25, 2021 Direct F1, F8

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 +2.54M 2.54M Jun 25, 2021 Common Stock 2.54M $0.14 Direct F1, F9, F10
* 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 66,225 additional shares pursuant to this earn-out became fixed and irrevocable on June 25, 2021, the effective date of the merger.
F3 Shares are owned directly by the Riley Family Trust, of which the Reporting Person is a co-trustee.
F4 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 75,210 additional shares pursuant to this earn-out became fixed and irrevocable on June 25, 2021, the effective date of the merger.
F5 Shares are owned directly by Riley Investment Trust I, of which Reporting Person is trustee.
F6 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 258,243 additional shares pursuant to this earn-out became fixed and irrevocable on June 25, 2021, the effective date of the merger.
F7 Shares are owned directly by Riley Separate Property Trust, of which Reporting Person is trustee.
F8 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 344,649 additional shares pursuant to this earn-out became fixed and irrevocable on June 25, 2021, the effective date of the merger.
F9 This Stock Option is subject to the following vesting schedule: (i) 820,134 shares subject to the Stock Option shall vest on June 25, 2021 (the "Vesting Commencement Date"), (ii) 1,190,518 shares are subject to monthly vesting for 36 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 and (iv) 317,471 shares will vest upon achievement of a 10-day $25 trading price during the 5 years following the Vesting Commencement Date.
F10 Received in exchange for a Stock Option to purchase 1,200,000 shares of Legacy Origin Common Stock.