Statement of Changes in Beneficial Ownership (4)
March 03 2023 - 5:05PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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Riley Richard J. |
2. Issuer Name and Ticker or Trading Symbol
Origin Materials, Inc.
[
ORGN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Co-CEO and Director |
(Last)
(First)
(Middle)
C/O ORIGIN MATERIALS, INC., 930 RIVERSIDE PARKWAY, SUITE 10 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/1/2023 |
(Street)
WEST SACRAMENTO, CA 95605
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 3/1/2023 | | M | | 45000 | A | $0.14 | 382500 | D | |
Common Stock | 3/1/2023 | | S(1) | | 45000 | D | $4.70 (2) | 337500 | D | |
Common Stock | | | | | | | | 449083 | I | By Trust (3) |
Common Stock | | | | | | | | 707832 | I | By Trust (4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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) | $0.14 | 3/1/2023 | | M | | | 45000 | 6/25/2021 (5) | 10/27/2030 | Common Stock | 45000 | $0.00 | 2384770 | D | |
Explanation of Responses: |
(1) | Shares sold pursuant to a 10b5-1 Plan dated June 10, 2022. |
(2) | Price reported is a weighted-average sales price. The shares were sold at prices ranging from $4.63 to $4.76. The reporting person will provide upon request to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
(3) | Shares are owned directly by Riley Investment Trust I, of which Reporting Person is trustee. |
(4) | Shares are owned directly by Riley Separate Property Trust, of which Reporting Person is trustee. |
(5) | This Stock Option is subject to the following vesting schedule: (i) 820,134 shares subject to the Stock Option shall vest on June 25, 2021 (the "Vesting Commencement Date"), (ii) 1,190,518 shares are subject to monthly vesting for 36 months from the Vesting Commencement Date, (iii) 211,647 shares will vest upon achievement of a 10-day $15 trading price during the 3 years following the Vesting Commencement Date and (iv) 317,471 shares will vest upon achievement of a 10-day $25 trading price during the 5 years following the Vesting Commencement Date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Riley Richard J. C/O ORIGIN MATERIALS, INC. 930 RIVERSIDE PARKWAY, SUITE 10 WEST SACRAMENTO, CA 95605 | X |
| Co-CEO and Director |
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Signatures
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Rich J. Riley, by /s/ Ron A. Metzger, Attorney-in-Fact | | 3/3/2023 |
**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). |
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 control number. |
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