SEC FORM 4/A

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CROSKREY STEPHEN

(Last)

(First)

(Middle)

C/O DANIMER SCIENTIFIC, INC.

140 INDUSTRIAL BOULEVARD

(Street)

BAINBRIDGE

39817

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Danimer Scientific, Inc. [ DNMR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO & Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/02/2023

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

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.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$2.58	02/28/2023		A		750,000⁽¹⁾		⁽²⁾	02/28/2033	Common Stock	750,000	$0.00	750,000	D
Stock Option	$7.5	02/28/2023		A		300,000⁽¹⁾		⁽³⁾	02/28/2033	Common Stock	300,000	$0.00	300,000	D
Performance Stock Award	$0.00	02/28/2023		A		385,000⁽⁴⁾		⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾	⁽¹⁰⁾	Common Stock	385,000	$0.00	385,000	D

Explanation of Responses:

1. On March 2, 2023, the reporting person filed a Form 4 that inadvertently reported a stock option award of 1,305,970 options based on incorrect data. This Form 4/A is being filed to correct the error by reflecting the correct number of options that were awarded in the form of two separate grants with two separate exercise prices applicable to the awards.

2. The option to purchase shares of the Issuer's Class A common stock ("Common Stock") was granted to Reporting Person on February 28, 2023 under the Danimer Scientific, Inc. 2020 Long-Term Incentive Plan (the "Plan"). Options to purchase 250,000 shares of the Issuer's Common Stock will vest and become exercisable on each of February 28, 2024, February 28, 2025, and February 28, 2026; provided that, to the extent necessary, the option will not be exercisable until the approval of the shareholders of the Issuer of an amendment to the Plan to increase the number of shares available under the Plan in an amount sufficient to permit the exercise of the option.

3. The option to purchase shares of the Issuer's Common Stock was granted to Reporting Person on February 28, 2023, under the Plan. Options to purchase 100,000 shares of the Issuer's Common Stock will vest and become exercisable on each of February 28, 2024, February 28, 2025, and February 28, 2026; provided that, to the extent necessary, the option will not be exercisable until the approval of the shareholders of the Issuer of an amendment to the Plan to increase the number of shares available under the Plan in an amount sufficient to permit the exercise of the option.

4. On March 2, 2023, the reporting person filed a Form 4 that inadvertently reported a Performance Stock Award of 678,295 performance shares based on incorrect data. This Form 4/A is being filed to correct the error by reflecting the correct number of performance shares.

5. Comprised of a performance stock award (the "PSA") granted under the Plan consisting of 385,000 performance shares of the Common Stock (the "Performance Shares").

6. Under the PSA, the Performance Shares will be issued only if (A) to the extent necessary, after the approval of the shareholders of the Issuer of an amendment to the Plan to increase the number of shares available under the Plan in an amount sufficient to permit the vesting and issuance of the Performance Shares in accordance with the PSA, and (B) they have vested in accordance with the following vesting criteria:

7. (i) 50% of the Performance Shares (the "Total PHA Revenue Metric Shares") will be subject to vesting upon achievement of the Total PHA Revenue metric as follows: the threshold for vesting the Total PHA Revenue Metric Shares will be the Issuer achieving Total PHA Revenue of at least $177 million, in which event 50% of the Total PHA Revenue Metric Shares will vest, and upon the Issuer achieving Total PHA Revenue of $202 million, 100% of the Total PHA Revenue Metric Shares will vest, with pro rata vesting of the Total PHA Revenue Metric Shares for any amount of Total PHA Revenue in between such ranges;

8. (ii) 50% of the Performance Shares (the "Adjusted EBITDA Metric Shares") will be subject to vesting upon achievement of the earnings before interest, taxes, depreciation and amortization, including all adjustments made for reporting this metric in public filings ("Adjusted EBITDA") metric as follows: the threshold for vesting the Adjusted EBITDA Metric Shares will be the Issuer achieving Adjusted EBITDA of at least $36 million, in which event 50% of the Adjusted EBITDA Metric Shares will vest, and upon the Issuer achieving $44 million of Adjusted EBITDA, 100% of the Adjusted EBITDA Metric Shares will vest, with pro rata vesting of the Adjusted EBITDA Metric Shares for any amount of Adjusted EBITDA in between such ranges.

9. Total PHA Revenue will mean the Total PHA Revenue for the Issuer based upon the Company's audited consolidated financial statements for the fiscal year ended December 31, 2025. Adjusted EBITDA will be determined based on the Issuer's consolidated financial statements for the period in question. The vesting of the Adjusted EBITDA Metric Shares will be determined based on the Issuer's audited consolidated financial statements for the fiscal year ended December 31, 2025.

10. The earlier of (i) March 31, 2026 or such reasonable time thereafter to allow the Compensation Committee of the Board of Directors of the Issuer to receive the Company's audited consolidated financial statements for the fiscal year ended December 31, 2025, to ratify achieved performance against relevant metrics, and to issue the number of Performance Shares vested in accordance therewith or (ii) the Reporting Person's Termination Date (as defined in the Plan).

Remarks:

	/s/ Stephen A. Martin, attorney-in-fact	03/31/2023
	** 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).
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