Isao Noda - Sep 16, 2021 Form 4 Insider Report for Danimer Scientific, Inc. (DNMR)

Role
Director
Signature
/s/ Isao Noda
Stock symbol
DNMR
Transactions as of
Sep 16, 2021
Transactions value $
$0
Form type
4
Date filed
9/20/2021, 08:02 PM
Next filing
Sep 28, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DNMR Class A Common Stock ("Common Stock") Award +3.2K +6.29% 54.1K Sep 16, 2021 Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to the Agreement and Plan of Merger, dated as of October 3, 2020, by and among Live Oak Acquisition Corp., a Delaware corporation ("Live Oak"), Green Merger Corp., a Georgia corporation and wholly owned subsidiary of Live Oak, Meredian Holdings Group Inc., a Georgia corporation ("MHG"), Live Oak Sponsor Partners, LLC, as representative for Live Oak, and John A. Dowdy, Jr., as representative of the shareholders of the Issuer, as amended by Amendment No. 1, dated as of October 8, 2020, and Amendment No. 2, dated as of December 11, 2020 (as so amended, the "Merger Agreement"), by and among all the parties thereto, pursuant to which MHG became a direct, wholly-owned subsidiary of Live Oak, which subsequently changed its name to Danimer Scientific, Inc. (the "Issuer"), the Reporting Person is entitled to receive Reporting Person's pro rata portion of up to 6,000,000 Earn-Out Shares (as defined in the Merger Agreement) issuable among three tranches to MHG's shareholders based on the volume weighted average price of Issuer's stock price exceeding certain specified thresholds beginning on the six-month anniversary of the closing of the Merger. The condition for the first tranche of 2,500,000 Earn-Out Shares has been satisfied and the Reporting Person received Reporting Person's pro rata shares of such Earn-Out Shares on September 16, 2021. The issuance of shares of the Issuer as merger consideration in the Merger, including the receipt of the Earn-Out Shares reported on this Form 4, was approved by Issuer's board of directors in December 2020 and is exempt under Rule 16b-3.
F2 (continuation of footnote 1) The condition for the first tranche of 2,500,000 Earn-Out Shares has been satisfied and the Reporting Person received Reporting Person's pro rata shares of such Earn-Out Shares on September 16, 2021. The issuance of shares of the Issuer as merger consideration in the Merger, including the receipt of the Earn-Out Shares reported on this Form 4, was approved by Issuer's board of directors in December 2020 and is exempt under Rule 16b-3.