FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      
1. Name and Address of Reporting Person * CROSKREY STEPHEN 2. Issuer Name and Ticker or Trading Symbol Danimer Scientific, Inc. [ DNMR ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
CEO and Chairman of the Board
(Last)          (First)          (Middle)
C/O DANIMER SCIENTIFIC, INC., 140 INDUSTRIAL BOULEVARD
3. Date of Earliest Transaction (MM/DD/YYYY)
3/31/2022
(Street)
BAINBRIDGE, GA 39817
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Performance Stock Award  $0  3/31/2022    A     439698       (1)(2)(3)(4)(5)(6)  (7) Class A Common Stock ("Common Stock")  439698  $0  439698  D   

Explanation of Responses:
(1)  Comprised of a performance stock award (the "PSA") granted under the Danimer Scientific, Inc. 2020 Long-Term Incentive Plan (the "Plan") consisting of 439,698 performance shares of the Common Stock (the "Performance Shares").
(2)  Under the PSA, the Performance Shares will be issued only if (A) to the extent necessary, after the approval by 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:
(3)  (continuation of footnote 2) (i) 30% 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 $151 million, in which event 50% of the Total PHA Revenue Metric Shares will vest, and upon the Issuer achieving Total PHA Revenue of $189 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; (ii) 30% 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:
(4)  (continuation of footnote 3) the threshold for vesting the Adjusted EBITDA Metric Shares will be the Issuer achieving Adjusted EBITDA of at least $9.2 million, in which event 50% of the Adjusted EBITDA Metric Shares will vest, and upon the Issuer achieving $13.8 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; and (iii) 40% of the Performance Shares (the "Neat Capacity Metric Shares") will be subject to vesting upon achievement of the nameplate capacity for neat PHA production ("Neat Capacity") metric as follows:
(5)  (continuation of footnote 4) the threshold for vesting the Neat Capacity Metric Shares will be the Issuer achieving a Neat Capacity of at least 68 million pounds, in which event 50% of the Neat Capacity Metric Shares will vest, and upon the Issuer achieving 81 million pounds of Neat Capacity, 100% of the Neat Capacity Shares will vest, with pro rata vesting of the Neat Capacity Metric Shares for any amount of Neat Capacity in between such ranges.
(6)  Total PHA Revenue will mean the Total PHA Revenue for the Issuer based on the Company's audited consolidated financial statements for the fiscal year ended December 31, 2024. 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 measured based on the Issuer's audited consolidated financial statements for the fiscal year ended December 31, 2024. Neat Capacity will be determined based upon a third-party certification of the ability of the Issuer to produce the quantities of neat PHA set forth above based on its facilities, and not necessarily actual production of such quantities. The vesting of the Neat Capacity Metric Shares will be measured as of December 31, 2024.
(7)  The earlier of March 31, 2025 or the Reporting Person's Termination Date (as defined in the Plan).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
CROSKREY STEPHEN
C/O DANIMER SCIENTIFIC, INC.
140 INDUSTRIAL BOULEVARD
BAINBRIDGE, GA 39817
X
CEO and Chairman of the Board

Signatures
/s/ Stephen E. Croskrey 4/4/2022
**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).
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