0001209191-24-005271.txt : 20240405 0001209191-24-005271.hdr.sgml : 20240405 20240405170009 ACCESSION NUMBER: 0001209191-24-005271 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240403 FILED AS OF DATE: 20240405 DATE AS OF CHANGE: 20240405 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Smith Michael Eric CENTRAL INDEX KEY: 0001836650 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39280 FILM NUMBER: 24827258 MAIL ADDRESS: STREET 1: 2208 WYNDHAM WAY CITY: BAINBRIDGE STATE: GA ZIP: 39819 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Danimer Scientific, Inc. CENTRAL INDEX KEY: 0001779020 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] ORGANIZATION NAME: 08 Industrial Applications and Services IRS NUMBER: 841924518 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 140 INDUSTRIAL BOULEVARD CITY: BAINBRIDGE STATE: GA ZIP: 39817 BUSINESS PHONE: 229-243-7075 MAIL ADDRESS: STREET 1: 140 INDUSTRIAL BOULEVARD CITY: BAINBRIDGE STATE: GA ZIP: 39817 FORMER COMPANY: FORMER CONFORMED NAME: Danimer Scientific, Inc DATE OF NAME CHANGE: 20201229 FORMER COMPANY: FORMER CONFORMED NAME: Live Oak Acquisition Corp DATE OF NAME CHANGE: 20200106 FORMER COMPANY: FORMER CONFORMED NAME: Foxhound Merger Partners, Inc. DATE OF NAME CHANGE: 20190605 4 1 doc4.xml FORM 4 SUBMISSION X0508 4 2024-04-03 0 0001779020 Danimer Scientific, Inc. DNMR 0001836650 Smith Michael Eric C/O DANIMER SCIENTIFIC, INC. 140 INDUSTRIAL BOULEVARD BAINBRIDGE GA 39817 0 1 0 0 Chief Operating Officer 0 Stock Appreciation Rights 1.06 2024-04-03 4 A 0 263410 0.00 A 2034-04-03 Common Stock 263410 263410 D Performance Stock Award 0.00 2024-04-03 4 A 0 151585 0.00 A Common Stock 151585 151585 D These stock appreciation rights (SARs) to purchase shares of the Issuer's Class A common stock ("Common Stock") were granted to Reporting Person on April 3, 2024 under the Danimer Scientific, Inc. 2020 Long-Term Incentive Plan (the "Plan"). SARs to purchase 87,803 shares of the Issuer's Common Stock will vest and become exercisable on each of April 3, 2025 and April 3, 2026 and 87,804 shares of the Issuer's Common Stock will vest and become exercisable on April 3, 2027. Comprised of a performance stock award (the "PSA") granted under the Plan consisting of 151,585 performance shares of the Common Stock (the "Performance Shares"). Under the PSA, the Performance Shares will be issued only if they have vested in accordance with the following vesting criteria: (i) 50% of the Performance Shares (the "Total PHA Revenue Metric Shares") shall be subject to vesting upon achievement of the Total PHA Revenue metric as follows: the threshold for vesting the Total PHA Revenue Metric Shares shall be the Company achieving Total PHA Revenue of at least $135 million, in which event 50% of the Total PHA Revenue Shares Metric Shares shall vest, and upon the Company achieving Total PHA Revenue of $157 million, 100% of the Total PHA Revenue Metric Shares shall vest, with pro-rata vesting of the Total PHA Revenue Metric Shares for any amount of Total PHA Revenue in between such ranges. Total PHA Revenue shall mean the Total PHA Revenue for the Company measured based on the Company's audited consolidated financial statements for the fiscal year ended December 31, 2026. (ii) (50%) of the Performance Shares (the "Adjusted EBITDA Metric Shares") shall 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: the threshold for vesting the Adjusted EBITDA Metric Shares shall be the Company achieving Adjusted EBITDA of at least $17.2 million, in which event 50% of the Adjusted EBITDA Metric Shares shall vest, and upon the Company achieving Adjusted EBITDA of $22.3 million, 100% of the Adjusted EBITDA Metric Shares shall vest, with pro-rata vesting of the Adjusted EBITDA Metric Shares for any amount of Adjusted EBITDA in between such ranges. Adjusted EBITDA shall mean the Adjusted EBITDA for the Company measured based on the Company's audited consolidated financial statements for the fiscal year ended December 31, 2026. The earlier of April 3, 2027 or the Reporting Person's Termination Date (as defined in the Plan). /s/ Stephen A. Martin, attorney-in-fact 2024-04-05