Statement of Changes in Beneficial Ownership (4)
2023年5月13日 - 6:39AM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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Calhoun Philip Gregory |
2. Issuer Name and Ticker or Trading Symbol
Danimer Scientific, Inc.
[
DNMR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O DANIMER SCIENTIFIC, INC., 140 INDUSTRIAL BOULEVARD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/18/2022 |
(Street)
BAINBRIDGE, GA 39817 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 4/18/2022 | | A | | 2055 | A | (1)(2) | 260940 | D | |
Class A Common Stock | 4/18/2022 | | A | | 27986 | A | (1)(2) | 3457004 | I | See Footnote (3)(4) |
Class A Common Stock | 4/1/2022 | | A | | 545 | A | (1)(2) | 67351 | I | See Footnote (4)(5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | Pursuant to the Agreement and Plan of Merger, dated as of October 3, 2020, by and among Live Oak Acquisition Corp., a Delaware corporation ("Live Oak"), Green Merger Corp., a Georgia corporation and wholly-owned subsidiary of Live Oak, Meredian Holdings Group Inc. a Georgia corporation ("MHG"), Live Oak Sponsor Partners, LLC, as representative for Live Oak, and John A. Dowdy, Jr., as representative of the shareholders of the Issuer, as amended by Amendment No. 1, dated as of October 8, 2020, and Amendment No. 2, dated as of December 11, 2020 (as so amended, the "Merger Agreement"), by and among all the parties thereto, pursuant to which MHG became a direct, wholly-owned subsidiary of Live Oak (the "Merger"), which subsequently changed its name to Danimer Scientific, Inc. (the "Issuer"), 450,000 shares of the Issuer (the "Holdback Shares") were held back from the merger consideration payable to MHG shareholders at the closing of the Merger until...(continued) |
(2) | (Continuation of Footnote 1)...the final determination of the merger consideration. On April 18, 2022, following such final determination of the merger consideration in the Merger, an aggregate of 344,435 of the Holdback Shares were released and issued to MHG shareholders, and the Reporting Person received Reporting Person's pro rata portion of such Holdback Shares so issued. The issuance of the shares of the Issuer as merger consideration in the Merger, including the receipt of the Holdback Shares reported on this Form 4, was approved by Issuer's board of directors in December 2020 and is exempt under Rule 16b-3. |
(3) | These shares are owned by the Greg Calhoun DGT Family Trusts u/t/a dated September 22, 2020 GST Exempt Trust. |
(4) | The Reporting Person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
(5) | These shares are owned by the Greg Calhoun DGT Family Trusts u/t/a dated September 22, 2020 Non-GST Exempt Trust. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Calhoun Philip Gregory C/O DANIMER SCIENTIFIC, INC. 140 INDUSTRIAL BOULEVARD BAINBRIDGE, GA 39817 | X |
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Signatures
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/s/ Philip Gregory Calhoun | | 5/12/2023 |
**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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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