Stephen Croskrey - Feb 28, 2023 Form 4/A - Amendment Insider Report for Danimer Scientific, Inc. (DNMR)

Role: CEO & Chairman of the Board, Director
Signature: /s/ Stephen A. Martin, attorney-in-fact
Stock symbol: DNMR
Transactions as of: Feb 28, 2023
Transactions value $: $0
Form type: 4/A - Amendment
Date filed: 3/31/2023, 05:00 PM
Date Of Original Report: Mar 2, 2023
Previous filing: Feb 9, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	DNMR	Stock Option	Award	$0	+750K		$0.00	750K	Feb 28, 2023	Common Stock	750K	$2.58	Direct	F1, F2
transaction	DNMR	Stock Option	Award	$0	+300K		$0.00	300K	Feb 28, 2023	Common Stock	300K	$7.50	Direct	F1, F3
transaction	DNMR	Performance Stock Award	Award	$0	+385K		$0.00	385K	Feb 28, 2023	Common Stock	385K	$0.00	Direct	F4, F5, F6, F7, F8, F9, F10

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	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.
F3	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.
F4	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.
F5	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").
F6	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:
F7	(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;
F8	(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.
F9	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.
F10	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).