| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Origin Materials, Inc. [ ORGN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/25/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 06/25/2021 | A(1)(2) | 391,157 | A | (1)(2) | 391,157 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $0.37 | 06/25/2021 | A(1) | 634,942 | 03/25/2019(3) | 08/26/2025 | Common Stock | 634,942 | (4) | 634,942 | D | ||||
| Explanation of Responses: |
| 1. Received pursuant to the Agreement and Plan of Merger and Reorganization, dated as of February 16, 2021, as amended, by and among Artius Acquisition Inc. ("Artius"), Zero Carbon Merger Sub Inc., a direct, wholly owned subsidiary of Artius ("Merger Sub") and Micromidas, Inc., doing business as Origin Materials ("Legacy Origin") (the "BCA"), pursuant to which Merger Sub merged with and into Legacy Origin, with Legacy Origin surviving as a wholly owned subsidiary of Artius (which subsequently changed its name to Origin Materials, Inc., the "Issuer"). |
| 2. The BCA provides that the former stockholders and option holders of Legacy Origin will receive additional shares of the Issuer's Common Stock if the dollar volume-weighted average price of the Issuer's Common Stock equals or exceeds $15.00, $20.00 and $25.00 for 10 consecutive trading days during the 3-year, 4-year or 5-year period, respectfully, following June 25, 2021. The reporting person's right to receive up to 401,601 additional shares pursuant to this earn-out became fixed and irrevocable on June 25, 2021, the effective date of the merger. |
| 3. 25% of the Shares subject to the Stock Option shall vest twelve (12) months after March 1, 2020 (the "Vesting Commencement Date"), and 1/48 of the Shares subject to the Stock Option shall vest on each monthly anniversary of the Vesting Commencement Date thereafter. |
| 4. Received in exchange for a Stock Option to purchase 300,000 shares of Legacy Origin Common Stock. |
| Remarks: |
| Stephen Galowitz, by /s/ Ron A. Metzger, Attorney-in-Fact | 06/29/2021 | |
| ** 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 Number. | ||