SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Wunderlich Gary Kent JR

(Last) (First) (Middle)
4921 WILLIAM ARNOLD ROAD

(Street)
MEMPHIS TN 38117

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Danimer Scientific, Inc. [ DNMR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/29/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 12/29/2020 P 4,905,000 A $10 4,905,000 I See Footnote(1)
Class A Common Stock 12/29/2020 C(2) 5,000,000 A (2) 5,000,000 I See Footnote(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (2) 12/29/2020 C(2) 5,000,000 (2) (2) Class A Common Stock 5,000,000 $0 0 I See Footnote(2)
Private Placement Warrants $11.5 12/29/2020 S(3) 3,000,000 05/08/2020 12/29/2025 Class A Common Stock 3,000,000 $0.01 3,000,000 I See Footnote(3)
Explanation of Responses:
1. As described in the issuer's registration statement on Form S-4 (File No. 333-249691) (the "Registration Statement") under the headings "Certain Live Oak Relationships and Related Party Transactions--Investment Private Placement" and "Security Ownership of Certain Beneficial Owners and Management," Live Oak ValFund Plastics Fund LLC ("ValFund") purchased 4,905,000 shares of Class A Common Stock of the issuer in a private placement. Live Oak Merchant Partners, LLC, a Delaware limited liability company ("Live Oak Merchant Partners"), is one of the Managers of ValFund and may be deemed to have shared voting control and investment discretion over securities held by ValFund. Mr. Wunderlich is a controlling person of Live Oak Merchant Partners. Therefore, Mr. Wunderlich may also be deemed to have shared voting control and investment discretion over securities owned by ValFund and Live Oak Merchant Partners. Mr. Wunderlich disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
2. As described in the Registration Statement, Live Oak Sponsor Partners, LLC (the "Sponsor") acquired 5,000,000 shares of Class A Common Stock upon conversion, on a one-for-one basis, of shares of Class B Common Stock of the issuer upon completion of the issuer's initial business combination on December 29, 2020. Mr. Wunderlich is a managing member of the Sponsor and as such, has voting and investment discretion with respect to the Class A Common Stock held of record by the Sponsor and may be deemed to have beneficial ownership of such Class A Common Stock. Mr. Wunderlich disclaims any beneficial ownership of such shares of Class A Common Stock other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
3. As described in the Registration Statement, the Sponsor privately sold an aggregate of 3,000,000 private placement warrants. Mr. Wunderlich is a managing member of the Sponsor and as such, has voting and investment discretion with respect to the warrants held of record by the Sponsor and may be deemed to have beneficial ownership of such warrants. Mr. Wunderlich disclaims any beneficial ownership of such shares of Class A Common Stock other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
/s/ Gary K. Wunderlich, Jr. 12/31/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.