SEC FORM 4

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Tuten Scott

(Last)

(First)

(Middle)

C/O DANIMER SCIENTIFIC, INC.

140 INDUSTRIAL BOULEVARD

(Street)

BAINBRIDGE

39817

(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	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Marketing Officer

3. Date of Earliest Transaction (Month/Day/Year)
04/03/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Appreciation Rights	$1.06	04/03/2024		A		263,410		⁽¹⁾	04/03/2024	Common Stock	263,410	$0.00	263,410	D
Performance Stock Award	$0.00	04/03/2024		A		151,585		⁽²⁾⁽³⁾⁽⁴⁾	⁽⁵⁾	Common Stock	151,585	$0.00	151,585	D

Explanation of Responses:

1. 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.

2. 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").

3. 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.

4. (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.

5. The earlier of April 3, 2027 or the Reporting Person's Termination Date (as defined in the Plan).

Remarks:

	/s/ Stephen A. Martin, attorney-in-fact	04/05/2024
	** 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).
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