0001821769-23-000002.txt : 20230104
0001821769-23-000002.hdr.sgml : 20230104
20230104204058
ACCESSION NUMBER: 0001821769-23-000002
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220225
FILED AS OF DATE: 20230104
DATE AS OF CHANGE: 20230104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HENDRIX RICHARD J
CENTRAL INDEX KEY: 0001218306
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39755
FILM NUMBER: 23509447
MAIL ADDRESS:
STREET 1: 1300 NORTH 17TH STREET
CITY: ARLINGTON
STATE: VA
ZIP: 22209
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Navitas Semiconductor Corp
CENTRAL INDEX KEY: 0001821769
STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674]
IRS NUMBER: 852560226
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 3520 CHALLENGER ST.
CITY: TORRANCE
STATE: CA
ZIP: 90503
BUSINESS PHONE: 844-654-2642
MAIL ADDRESS:
STREET 1: 3520 CHALLENGER ST.
CITY: TORRANCE
STATE: CA
ZIP: 90503
FORMER COMPANY:
FORMER CONFORMED NAME: Live Oak Acquisition Corp II
DATE OF NAME CHANGE: 20200819
4
1
wf-form4_167288284002456.xml
FORM 4
X0306
4
2022-02-25
0
0001821769
Navitas Semiconductor Corp
NVTS
0001218306
HENDRIX RICHARD J
40 S. MAIN STREET, #2550
MEMPHIS
TN
38103
1
0
0
0
Class A Common Stock
2022-02-25
4
M
0
25000
11.50
A
25000
I
By Individual retirement accounts
Class A Common Stock
2022-02-25
4
F
0
18475
D
6525
I
By Individual retirement accounts
Class A Common Stock
2022-02-25
4
M
0
45328
11.50
A
51853
I
By Individual retirement accounts
Class A Common Stock
2022-02-25
4
F
0
33498
D
18355
I
By Individual retirement accounts
Class A Common Stock
2022-03-03
4
M
0
169640
11.50
A
169640
I
By RJH Management Co., LLC
Class A Common Stock
2022-03-03
4
F
0
125364
D
44276
I
By RJH Management Co., LLC
Class A Common Stock
14746
D
Class A Common Stock
6315000
I
By Live Oak Sponsor Partners II, LLC
Public Warrants (right to buy)
11.5
2022-02-25
4
M
0
25000
0
D
2021-12-07
2022-03-07
Class A Common Stock
25000.0
0
I
By Individual retirement accounts
Private Placement Warrants (right to buy)
11.5
2022-02-25
4
M
0
45328
0
D
2021-12-07
2022-03-07
Class A Common Stock
45328.0
0
I
By Individual retirement accounts
Private Placement Warrants (right to buy)
11.5
2022-03-03
4
M
0
169640
0
D
2021-12-07
2022-03-07
Class A Common Stock
169640.0
0
I
By RJH Management Co., LLC
Reflects cashless exercise of warrants in connection with the Issuer's redemption of all outstanding and unexercised public and private placement warrants at 5:00 pm New York City time on 3/7/2022 (the "Redemption Date") for a redemption price of $0.10 per warrant, in accordance with the Warrant Agreement dated 12/2/2020 between the Issuer (fka Live Oak Acquisition Corp. II) and Continental Stock Transfer & Trust Company (the "Warrant Agreement"). Pursuant to the Warrant Agreement, each warrant was exercisable, before the Redemption Date only, for one share of common stock for $11.50 per share in cash or on a cashless basis. In accordance with SEC requirements, the cashless exercise is reported on two rows of Table I: the row that includes this note 1, which sets forth the gross number of shares subject to the warrant, and the subsequent row that includes note 3, which reflects the number of shares deemed surrendered in lieu of payment of the exercise price. See also notes 2 and 3.
Since shares were acquired on a net basis, this entry is provided to satisfy the requirements of Form 4. As applicable based on the figure to which this note 2 pertains, (i) number of shares shown as "acquired" reflects gross number of shares subject to warrant upon exercise; (ii) number of shares shown as "disposed of" equals the difference between the gross number of shares subject to the warrant and the net number issuable under the terms of the Warrant Agreement, as explained in note 3. For more information, see the Warrant Agreement filed as Exhibit 4.1 to the Issuer's current report on Form 8-K, filed with the SEC on 12/8/2020.
The number of net shares issuable, and thus the number of shares deemed "disposed of" upon cashless exercise of the warrants, was determined by the Issuer pursuant to Sections 3.3.1 and 6.2 of the Warrant Agreement. Accordingly, on 2/22/2022, the Issuer announced that warrant holders who exercise warrants on a cashless basis prior to the Redemption Date would receive 0.261 shares of common stock per warrant exercised (rounded down to the nearest whole share). See the Issuer's current reports on Form 8-K, filed with the SEC on 2/4/2022 and 2/22/2022. See also the entries in Table II accompanying notes 6, 7 and 9. The related disposition of shares, in addition to being provided for in the Warrant Agreement, was exempted from Section 16(b) of the Exchange Act, pursuant to Rule 16b-3(e) thereunder, by resolution of the board of directors of the Issuer prior to such disposition.
Consists of (i) 4,283 shares previously reported as held directly by Live Oak GaN Partners LLC (of which the reporting person is a managing member) and beneficially owned indirectly by the reporting person by virtue of his pecuniary interest therein and (ii) 10,463 previously reported shares underlying restricted stock units that vest in full on 10/19/2022.
The reporting person is a managing member of Live Oak Sponsor Partners II, LLC. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
Corresponds to transactions reported in rows 1 and 2 of Table I and described in notes 1-3. Upon cashless exercise of the warrants in accordance with the Warrant Agreement, 6,525 net shares were issued.
Corresponds to transactions reported in rows 3 and 4 of Table I and described in notes 1-3. Upon cashless exercise of the warrants in accordance with the Warrant Agreement, 11,830 net shares were issued.
Reflects exercise by the reporting person of private placement warrants previously reported as held directly by Live Oak Sponsor Partners II, LLC and beneficially owned indirectly by the reporting person by virtue of his pecuniary interest therein.
Corresponds to transactions reported in rows 5 and 6 of Table I and described in notes 1-3. Upon cashless exercise of the warrants in accordance with the Warrant Agreement, 44,276 net shares were issued.
/s/ Richard J. Hendrix
2023-01-04