0001209191-21-043828.txt : 20210629 0001209191-21-043828.hdr.sgml : 20210629 20210629200701 ACCESSION NUMBER: 0001209191-21-043828 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210625 FILED AS OF DATE: 20210629 DATE AS OF CHANGE: 20210629 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bissell John CENTRAL INDEX KEY: 0001863704 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39378 FILM NUMBER: 211059861 MAIL ADDRESS: STREET 1: C/O ORIGIN MATERIALS, INC. STREET 2: 930 RIVERSIDE PKWY #10 CITY: WEST SACRAMENTO STATE: CA ZIP: 95605 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Origin Materials, Inc. CENTRAL INDEX KEY: 0001802457 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 930 RIVERSIDE PARKWAY STREET 2: SUITE 10 CITY: WEST SACRAMENTO STATE: CA ZIP: 95605 BUSINESS PHONE: 916-231-9329 MAIL ADDRESS: STREET 1: 930 RIVERSIDE PARKWAY STREET 2: SUITE 10 CITY: WEST SACRAMENTO STATE: CA ZIP: 95605 FORMER COMPANY: FORMER CONFORMED NAME: Artius Acquisition Inc. DATE OF NAME CHANGE: 20200205 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-06-25 0 0001802457 Origin Materials, Inc. ORGN 0001863704 Bissell John C/O ORIGIN MATERIALS, INC. 930 RIVERSIDE PARKWAY, SUITE 10 WEST SACRAMENTO CA 95605 1 1 0 0 President, Co-CEO and Director Common Stock 2021-06-25 4 A 0 634943 A 634943 D Stock Option (Right to Buy) 0.28 2021-06-25 4 A 0 387565 A 2016-05-25 2022-06-14 Common Stock 387565 387565 D Stock Option (Right to Buy) 0.37 2021-06-25 4 A 0 137571 A 2019-03-25 2025-08-26 Common Stock 137571 137571 D Stock Option (Right to Buy) 0.14 2021-06-25 4 A 0 1904826 A 2021-06-25 2030-10-27 Common Stock 1904826 1904826 D Received pursuant to the Agreement and Plan of Merger and Reorganization, dated as of February 16, 2021, as amended, by and among Artius Acquisition Inc. ("Artius"), Zero Carbon Merger Sub Inc., a direct, wholly owned subsidiary of Artius ("Merger Sub") and Micromidas, Inc., doing business as Origin Materials ("Legacy Origin") (the "BCA"), pursuant to which Merger Sub merged with and into Legacy Origin, with Legacy Origin surviving as a wholly owned subsidiary of Artius (which subsequently changed its name to Origin Materials, Inc., the "Issuer"). The BCA provides that the former stockholders and option holders of Legacy Origin will receive additional shares of the Issuer's Common Stock if the dollar volume-weighted average price of the Issuer's Common Stock equals or exceeds $15.00, $20.00 and $25.00 for 10 consecutive trading days during the 3-year, 4-year or 5-year period, respectfully, following June 25, 2021. The reporting person's right to receive up to 683,928 additional shares pursuant to this earn-out became fixed and irrevocable on June 25, 2021, the effective date of the merger. This Stock Option is fully vested and exercisable. Received in exchange for a Stock Option to purchase 183,118 shares of Legacy Origin Common Stock. Received in exchange for a Stock Option to purchase 65,000 shares of Legacy Origin Common Stock. This Stock Option is subject to the following vesting schedule: (i) 423,294 shares subject to the Stock Option vested on June 25, 2021 (the "Vesting Commencement Date"), (ii) 529,119 shares are subject to monthly vesting for 48 months from the Vesting Commencement Date, (iii) 211,647 shares will vest upon achievement of a 10-day $15 trading price during the 3 years following the Vesting Commencement Date, (iv) 317,471 shares will vest upon achievement of a 10-day $25 trading price during the 5 years following the Vesting Commencement Date and (v) 423,295 shares will vest upon achievement of a 10-day $50 trading price during the 5 years following the Vesting Commencement Date. Received in exchange for a Stock Option to purchase 900,000 shares of Legacy Origin Common Stock. John Bissell, by /s/ Ron A. Metzger, Attorney-in-Fact 2021-06-29