| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | DNMR | Performance Stock Award | Award | $0 | +440K | $0.00 | 440K | Mar 31, 2022 | Class A Common Stock ("Common Stock") | 440K | $0.00 | Direct | F1, F2, F3, F4, F5, F6, F7 |
| Id | Content |
|---|---|
| F1 | Comprised of a performance stock award (the "PSA") granted under the Danimer Scientific, Inc. 2020 Long-Term Incentive Plan (the "Plan") consisting of 439,698 performance shares of the Common Stock (the "Performance Shares"). |
| F2 | Under the PSA, the Performance Shares will be issued only if (A) to the extent necessary, after the approval by the shareholders of the Issuer of an amendment to the Plan to increase the number of shares available under the Plan in an amount sufficient to permit the vesting and issuance of the Performance Shares in accordance with the PSA, and (B) they have vested in accordance with the following vesting criteria: |
| F3 | (continuation of footnote 2) (i) 30% of the Performance Shares (the "Total PHA Revenue Metric Shares") will be subject to vesting upon achievement of the Total PHA Revenue metric as follows: the threshold for vesting the Total PHA Revenue Metric Shares will be the Issuer achieving Total PHA Revenue of at least $151 million, in which event 50% of the Total PHA Revenue Metric Shares will vest, and upon the Issuer achieving Total PHA Revenue of $189 million, 100% of the Total PHA Revenue Metric Shares will vest, with pro rata vesting of the Total PHA Revenue Metric Shares for any amount of Total PHA Revenue in between such ranges; (ii) 30% of the Performance Shares (the "Adjusted EBITDA Metric Shares") will be subject to vesting upon achievement of the earnings before interest, taxes, depreciation and amortization, including all adjustments made for reporting this metric in public filings ("Adjusted EBITDA") metric as follows: |
| F4 | (continuation of footnote 3) the threshold for vesting the Adjusted EBITDA Metric Shares will be the Issuer achieving Adjusted EBITDA of at least $9.2 million, in which event 50% of the Adjusted EBITDA Metric Shares will vest, and upon the Issuer achieving $13.8 million of Adjusted EBITDA, 100% of the Adjusted EBITDA Metric Shares will vest, with pro rata vesting of the Adjusted EBITDA Metric Shares for any amount of Adjusted EBITDA in between such ranges; and (iii) 40% of the Performance Shares (the "Neat Capacity Metric Shares") will be subject to vesting upon achievement of the nameplate capacity for neat PHA production ("Neat Capacity") metric as follows: |
| F5 | (continuation of footnote 4) the threshold for vesting the Neat Capacity Metric Shares will be the Issuer achieving a Neat Capacity of at least 68 million pounds, in which event 50% of the Neat Capacity Metric Shares will vest, and upon the Issuer achieving 81 million pounds of Neat Capacity, 100% of the Neat Capacity Shares will vest, with pro rata vesting of the Neat Capacity Metric Shares for any amount of Neat Capacity in between such ranges. |
| F6 | Total PHA Revenue will mean the Total PHA Revenue for the Issuer based on the Company's audited consolidated financial statements for the fiscal year ended December 31, 2024. Adjusted EBITDA will be determined based on the Issuer's consolidated financial statements for the period in question. The vesting of the Adjusted EBITDA Metric Shares will be measured based on the Issuer's audited consolidated financial statements for the fiscal year ended December 31, 2024. Neat Capacity will be determined based upon a third-party certification of the ability of the Issuer to produce the quantities of neat PHA set forth above based on its facilities, and not necessarily actual production of such quantities. The vesting of the Neat Capacity Metric Shares will be measured as of December 31, 2024. |
| F7 | The earlier of March 31, 2025 or the Reporting Person's Termination Date (as defined in the Plan). |