0001209191-21-043834.txt : 20210629
0001209191-21-043834.hdr.sgml : 20210629
20210629201015
ACCESSION NUMBER: 0001209191-21-043834
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: Whaley Nathan S.
CENTRAL INDEX KEY: 0001863936
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39378
FILM NUMBER: 211059874
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
0001863936
Whaley Nathan S.
C/O ORIGIN MATERIALS, INC.
930 RIVERSIDE PARKWAY, SUITE 10
WEST SACRAMENTO
CA
95605
0
1
0
0
Chief Financial Officer
Common Stock
0
D
Stock Option (Right to Buy)
0.14
2021-06-25
4
A
0
529119
A
2020-09-01
2030-08-31
Common Stock
529119
529119
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 69,486 additional shares pursuant to this earn-out became fixed and irrevocable on June 25, 2021, the effective date of the merger.
25% of the Shares subject to the Stock Option shall vest six (6) months after September 1, 2020 (the "Vesting Commencement Date"), and 1/48 of the Shares subject to the Stock Option shall vest on each monthly anniversary of the Vesting Commencement Date thereafter.
Received in exchange for a Stock Option to purchase 250,000 shares of Legacy Origin Common Stock.
Nathan S. Whaley, by /s/ Ron A. Metzger, Attorney-in-Fact
2021-06-29