SEC Form SC 13G/A filed by Origin Materials Inc. (Amendment)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 Names of Reporting Persons

 Lior I. Amram

 Check the Appropriate Box if a Member of a Group (see instructions)

 (a) ☐  (b) ☐

 SEC USE ONLY

 Citizenship or Place of Organization

 United States

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

 Sole Voting Power

 9,955,488 shares⁽¹⁾

 Shared Voting Power

 -0- shares

 Sole Dispositive Power

 9,955,488 shares⁽¹⁾

 Shared Dispositive Power

 -0- shares

 Aggregate Amount Beneficially Owned by Each Reporting Person

 9,955,488 shares⁽¹⁾

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

 ☐

 Percent of Class Represented by Amount in Row 9

 6.9%⁽²⁾

 Type of Reporting Person (see instructions)

 IN

Consists of (i) 33,843 shares of Common Stock held directly by Lior I. Amram; (ii) 9,814,510 shares of Common Stock held by Evergreen InvestCo I, LLC (“Evergreen InvestCo I”); (iii) 59,373 shares of Common Stock held by JLA Construction LLC 401k Plan (“JLA Construction”); and (iv) 47,762 shares of Common Stock held by JLA Asset Management LLC (“JLA Asset Management”). Mr. Amram is the sole manager of each of Evergreen InvestCo I and JLA Construction, and the managing member of JLA Asset Management, and may be deemed to hold sole voting and dispositive power over the Common Stock shares held by these entities. With respect to the shares of Common Stock held by these entities, Mr. Amram disclaims beneficial ownership other than to the extent he may have a pecuniary interest therein, directly or indirectly.

Based on 144,279,207 shares of Common Stock outstanding on November 6, 2023, according to the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2023.

Name of Issuer: Origin Materials, Inc.

Address of Issuer’s Principal Executive Offices: 930 Riverside Parkway, Suite 10, West Sacramento, CA 95606

Name of Person Filing:

Address of Principal Business Office or, if none, Residence: The address and principal business office of the Reporting Person is:

Citizenship:

Title of Class of Securities: Common Stock

CUSIP Number: 68622D 106

If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

☐ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

☐ Insurance company as defined in section 3(a)19) of the Act (15 U.S.C. 78c);

☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

☐ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

☐ A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

☐ Group, in accordance with §240.13d–1(b)(1)(ii)(K).

Ownership

Amount Beneficially Owned: 9,955,488⁽¹⁾ shares of Common Stock

Percent of Class: 6.9%⁽²⁾

Number of shares as to which the person has:

Sole power to vote or to direct the vote: 9,955,488⁽¹⁾

Shared power to vote or to direct the vote: -0-

Sole power to dispose or to direct the disposition of: 9,955,488⁽¹⁾

Shared power to dispose or to direct the disposition of: -0-

Consists of (i) 33,843 shares of Common Stock held directly by Lior I. Amram; (ii) 9,814,510 shares of Common Stock held by Evergreen InvestCo I, LLC (“Evergreen InvestCo I”); (iii) 59,373 shares of Common Stock held by JLA Construction LLC 401k Plan (“JLA Construction”); and (iv) 47,762 shares of Common Stock held by JLA Asset Management LLC (“JLA Asset Management”). Mr. Amram is the sole manager of each of Evergreen InvestCo I and JLA Construction, and the managing member of JLA Asset Management, and may be deemed to hold sole voting and dispositive power over the Common Stock shares held by these entities. With respect to the shares of Common Stock held by these entities, Mr. Amram disclaims beneficial ownership other than to the extent he may have a pecuniary interest therein, directly or indirectly.

Based on 144,279,207 shares of Common Stock outstanding on November 6, 2023, according to the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2023.

Ownership of 5 Percent or Less of a Class

Ownership of More than 5 Percent on Behalf of Another Person

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group

Notice of Dissolution of a Group

Certification