Scott Tuten - Apr 3, 2024 Form 4 Insider Report for Danimer Scientific, Inc. (DNMR)

Signature
/s/ Stephen A. Martin, attorney-in-fact
Stock symbol
DNMR
Transactions as of
Apr 3, 2024
Transactions value $
$0
Form type
4
Date filed
4/5/2024, 05:00 PM
Previous filing
Jan 2, 2024

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 Appreciation Rights Award $0 +263K $0.00 263K Apr 3, 2024 Common Stock 263K $1.06 Direct F1
transaction DNMR Performance Stock Award Award $0 +152K $0.00 152K Apr 3, 2024 Common Stock 152K $0.00 Direct F2, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These stock appreciation rights (SARs) to purchase shares of the Issuer's Class A common stock ("Common Stock") were granted to Reporting Person on April 3, 2024 under the Danimer Scientific, Inc. 2020 Long-Term Incentive Plan (the "Plan"). SARs to purchase 87,803 shares of the Issuer's Common Stock will vest and become exercisable on each of April 3, 2025 and April 3, 2026 and 87,804 shares of the Issuer's Common Stock will vest and become exercisable on April 3, 2027.
F2 Comprised of a performance stock award (the "PSA") granted under the Plan consisting of 151,585 performance shares of the Common Stock (the "Performance Shares").
F3 Under the PSA, the Performance Shares will be issued only if they have vested in accordance with the following vesting criteria: (i) 50% of the Performance Shares (the "Total PHA Revenue Metric Shares") shall be subject to vesting upon achievement of the Total PHA Revenue metric as follows: the threshold for vesting the Total PHA Revenue Metric Shares shall be the Company achieving Total PHA Revenue of at least $135 million, in which event 50% of the Total PHA Revenue Shares Metric Shares shall vest, and upon the Company achieving Total PHA Revenue of $157 million, 100% of the Total PHA Revenue Metric Shares shall vest, with pro-rata vesting of the Total PHA Revenue Metric Shares for any amount of Total PHA Revenue in between such ranges. Total PHA Revenue shall mean the Total PHA Revenue for the Company measured based on the Company's audited consolidated financial statements for the fiscal year ended December 31, 2026.
F4 (ii) (50%) of the Performance Shares (the "Adjusted EBITDA Metric Shares") shall 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 shall be the Company achieving Adjusted EBITDA of at least $17.2 million, in which event 50% of the Adjusted EBITDA Metric Shares shall vest, and upon the Company achieving Adjusted EBITDA of $22.3 million, 100% of the Adjusted EBITDA Metric Shares shall vest, with pro-rata vesting of the Adjusted EBITDA Metric Shares for any amount of Adjusted EBITDA in between such ranges. Adjusted EBITDA shall mean the Adjusted EBITDA for the Company measured based on the Company's audited consolidated financial statements for the fiscal year ended December 31, 2026.
F5 The earlier of April 3, 2027 or the Reporting Person's Termination Date (as defined in the Plan).