Statement of Changes in Beneficial Ownership (4)
December 31 2020 - 11:27AM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
HENDRIX RICHARD J |
2. Issuer Name and Ticker or Trading Symbol
Danimer Scientific, Inc.
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DNMR
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 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)
12/29/2020 |
(Street)
BAINBRIDGE, GA 39817
(City)
(State)
(Zip)
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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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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 | 12/29/2020 | | P | | 4905000 | A | $10.00 | 4905000 | I | See Footnote (1) |
Class A Common Stock | 12/29/2020 | | C(2) | | 5000000 | A | (2) | 5000000 | I | See Footnote (2) |
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 |
Class B Common Stock | (2) | 12/29/2020 | | C (2) | | | 5000000 | (2) | (2) | Class A Common Stock | 5000000 | $0 | 0 | I | See Footnote (2) |
Private Placement Warrants | $11.50 | 12/29/2020 | | S (3) | | | 3000000 | 5/8/2020 | 12/29/2025 | Class A Common Stock | 3000000 | $0.01 | 3000000 | I | See Footnote (3) |
Explanation of Responses: |
(1) | As described in the issuer's registration statement on Form S-4 (File No. 333-249691) (the "Registration Statement") under the headings "Certain Live Oak Relationships and Related Party Transactions--Investment Private Placement" and "Security Ownership of Certain Beneficial Owners and Management," Live Oak ValFund Plastics Fund LLC ("ValFund") purchased 4,905,000 shares of Class A Common Stock of the issuer in a private placement. Live Oak Merchant Partners, LLC, a Delaware limited liability company ("Live Oak Merchant Partners"), is one of the Managers of ValFund and may be deemed to have shared voting control and investment discretion over securities held by ValFund. Mr. Hendrix is a controlling person of Live Oak Merchant Partners. Therefore, Mr. Hendrix may also be deemed to have shared voting control and investment discretion over securities owned by ValFund and Live Oak Merchant Partners. Mr. Hendrix disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
(2) | As described in the Registration Statement, Live Oak Sponsor Partners, LLC (the "Sponsor") acquired 5,000,000 shares of Class A Common Stock upon conversion, on a one-for-one basis, of shares of Class B Common Stock of the issuer upon completion of the issuer's initial business combination on December 29, 2020. Mr. Hendrix is a managing member of the Sponsor and as such, has voting and investment discretion with respect to the Class A Common Stock held of record by the Sponsor and may be deemed to have beneficial ownership of such Class A Common Stock. Mr. Hendrix disclaims any beneficial ownership of such shares of Class A Common Stock other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
(3) | As described in the Registration Statement, the Sponsor privately sold an aggregate of 3,000,000 private placement warrants. Mr. Hendrix is a managing member of the Sponsor and as such, has voting and investment discretion with respect to the warrants held of record by the Sponsor and may be deemed to have beneficial ownership of such warrants. Mr. Hendrix disclaims any beneficial ownership of such shares of Class A Common Stock other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
HENDRIX RICHARD J C/O DANIMER SCIENTIFIC, INC. 140 INDUSTRIAL BOULEVARD BAINBRIDGE, GA 39817 | X | X |
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Signatures
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/s/ Richard J. Hendrix | | 12/31/2020 |
**Signature of Reporting Person | Date |
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