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