Nathan S. Whaley - Jun 25, 2021 Form 4 Insider Report for Origin Materials, Inc. (ORGN)

Role
Chief Financial Officer
Signature
Nathan S. Whaley, 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, 08:10 PM
Next filing
Dec 14, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding ORGN Common Stock 0 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 +529K 529K Jun 25, 2021 Common Stock 529K $0.14 Direct F1, F3, F4
* 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 69,486 additional shares pursuant to this earn-out became fixed and irrevocable on June 25, 2021, the effective date of the merger.
F3 25% of the Shares subject to the Stock Option shall vest six (6) months after September 1, 2020 (the "Vesting Commencement Date"), and 1/48 of the Shares subject to the Stock Option shall vest on each monthly anniversary of the Vesting Commencement Date thereafter.
F4 Received in exchange for a Stock Option to purchase 250,000 shares of Legacy Origin Common Stock.