SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Bissell John (Last) (First) (Middle) C/O ORIGIN MATERIALS, INC. 930 RIVERSIDE PARKWAY, SUITE 10 (Street) WEST SACRAMENTO CA 95605 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Origin Materials, Inc. [ ORGN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) President, Co-CEO and Director
	3. Date of Earliest Transaction (Month/Day/Year) 06/25/2021
	4. If Amendment, Date of Original Filed (Month/Day/Year)	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. 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)		634,943	A	(1)(2)	634,943	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)	$0.28	06/25/2021		A(1)		387,565		05/25/2016(3)	06/14/2022	Common Stock	387,565	(4)	387,565	D
Stock Option (Right to Buy)	$0.37	06/25/2021		A(1)		137,571		03/25/2019(3)	08/26/2025	Common Stock	137,571	(5)	137,571	D
Stock Option (Right to Buy)	$0.14	06/25/2021		A(1)		1,904,826		06/25/2021(6)	10/27/2030	Common Stock	1,904,826	(7)	1,904,826	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 683,928 additional shares pursuant to this earn-out became fixed and irrevocable on June 25, 2021, the effective date of the merger.

3. This Stock Option is fully vested and exercisable.

4. Received in exchange for a Stock Option to purchase 183,118 shares of Legacy Origin Common Stock.

5. Received in exchange for a Stock Option to purchase 65,000 shares of Legacy Origin Common Stock.

6. This Stock Option is subject to the following vesting schedule: (i) 423,294 shares subject to the Stock Option vested on June 25, 2021 (the "Vesting Commencement Date"), (ii) 529,119 shares are subject to monthly vesting for 48 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, (iv) 317,471 shares will vest upon achievement of a 10-day $25 trading price during the 5 years following the Vesting Commencement Date and (v) 423,295 shares will vest upon achievement of a 10-day $50 trading price during the 5 years following the Vesting Commencement Date.

7. Received in exchange for a Stock Option to purchase 900,000 shares of Legacy Origin Common Stock.

Remarks:

	John Bissell, 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).
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