0000899243-21-041132.txt : 20211021 0000899243-21-041132.hdr.sgml : 20211021 20211021214835 ACCESSION NUMBER: 0000899243-21-041132 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211019 FILED AS OF DATE: 20211021 DATE AS OF CHANGE: 20211021 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wunderlich Gary Kent JR CENTRAL INDEX KEY: 0001709974 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39755 FILM NUMBER: 211338591 MAIL ADDRESS: STREET 1: CLO B. RILEY FINANCIAL, INC., STREET 2: 21255 BURBANK BLVD., SUITE 400 CITY: WOODLAND STATE: CA ZIP: 91367 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: 22 FITZWILLIAM SQUARE CITY: DUBLIN STATE: L2 ZIP: D02 FH68 BUSINESS PHONE: 844-654-2642 MAIL ADDRESS: STREET 1: 22 FITZWILLIAM SQUARE CITY: DUBLIN STATE: L2 ZIP: D02 FH68 FORMER COMPANY: FORMER CONFORMED NAME: Live Oak Acquisition Corp II DATE OF NAME CHANGE: 20200819 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-10-19 0 0001821769 Navitas Semiconductor Corp NVTS 0001709974 Wunderlich Gary Kent JR 40 S. MAIN STREET, #2550 MEMPHIS TN 38103 1 0 0 0 Class B common stock 2021-10-19 4 J 0 10000 D 6315000 I See footnote Class A common stock 2021-10-19 4 C 0 6315000 A 6315000 I See footnote Class A common stock 2021-10-19 4 P 0 1415000 10.00 A 1415000 I See footnote Class B common stock 2021-10-19 4 C 0 6315000 A Class A Common Stock 6315000 6315000 I See footnote Warrants (right to buy) 11.50 2021-10-19 4 J 0 10000 1.40 A 2021-10-19 Class A Common Stock 10000 10000 I See footnote Warrants (right to buy) 11.50 2021-10-19 4 J 0 10000 1.40 A 2021-10-19 Class A Common Stock 10000 10000 I See footnote Warrants (right to buy) 11.50 2021-10-19 4 J 0 10000 1.40 A 2021-10-19 Class A Common Stock 10000 10000 I See footnote Warrants (right to buy) 11.50 2021-10-19 4 J 0 10000 1.40 A 2021-10-19 Class A Common Stock 10000 10000 I See footnote Warrants (right to buy) 11.50 2021-10-19 4 J 0 10000 1.40 A 2021-10-19 Class A Common Stock 10000 10000 I See footnote Warrants (right to buy) 11.50 2021-10-19 4 J 0 4666667 0.01 A 2021-10-19 Class A Common Stock 4666667 4666667 I See footnote In connection with the closing of the business combination (the "business combination") among Live Oak Acquisition Corp. II ("Live Oak II"), Live Oak Merger Sub Inc., a Delaware corporation and a wholly owned direct subsidiary of Live Oak II, and Navitas Semiconductor Limited, a private company limited by shares organized under the laws of Ireland that was domesticated in the State of Delaware as Navitas Delaware Semiconductor Ireland, LLC, a Delaware limited liability company on October 19, 2021, Live Oak Sponsor Partners II, LLC (the "Sponsor") forfeited 10,000 shares of Class B common stock (the "Forfeiture"). Immediately following the Forfeiture, the reporting person's remaining shares of Class B common stock automatically converted into shares of Live Oak II's Class A common stock on a one-for-one basis. These shares of Class B common stock represent shares of Class B common stock held by the Sponsor that were acquired pursuant to a securities subscription agreement, dated August 12, 2020, by and between the Sponsor and the issuer. Richard J. Hendrix, a director of the issuer, and Gary K. Wunderlich, Jr., a director of the issuer, are the managing members of the Sponsor and have voting and investment discretion with respect to the securities held by the Sponsor. As such, Messrs. Hendrix and Wunderlich may be deemed to share beneficial ownership of the shares of Class B common stock held directly by the Sponsor. In connection with the closing of the business combination, the reporting person's shares of Class B common stock automatically converted into shares of Live Oak II's Class A common stock on a one-for-one basis. Upon consummation of the business combination, Live Oak II changed its name to "Navitas Semiconductor Corporation." These shares of Class A common stock represent shares of Class A common stock held by the Sponsor that were acquired pursuant to a securities subscription agreement, dated August 12, 2020, by and between the Sponsor and the issuer. Richard J. Hendrix, a director of the issuer, and Gary J. Wunderlich, Jr., a director of the issuer, are the managing members of the Sponsor and have voting and investment discretion with respect to the securities held by the Sponsor. As such, Messrs. Hendrix and Wunderlich may be deemed to share beneficial ownership of the shares of Class A common stock held directly by the Sponsor. As described in the issuer's registration statement on Form S-4 (File No. 333-256880) (the "Registration Statement") under the heading "Related Agreements-PIPE Financing," Live Oak GaN Partners LLC ("Live Oak GaN") purchased 1,415,000 shares of Class A common stock of the issuer in a private placement. Richard J. Hendrix, a director of the issuer, and Gary K. Wunderlich, Jr., a director of the issuer, are the managing members of Live Oak GaN and have voting and investment discretion with respect to the securities held by Live Oak GaN. As such, Messrs. Hendrix and Wunderlich may be deemed to share beneficial ownership of the securities held directly by Live Oak GaN. The shares of Class B common stock were automatically convertible into shares of Class A common stock at the time of Live Oak II's initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights (which rights were waived by the reporting person in connection with the business combination), and had no expiration date. The warrants will expire on October 19, 2026, five years after the completion of the issuer's initial business combination which occurred on October 19, 2021, or earlier upon redemption or liquidation. The warrants were purchased by trusts of which Mr. Wunderlich is trustee. As such, Mr. Wunderlich may be deemed to have beneficial ownership of the securities owned by the trusts. The warrants were purchased by Mr. Wunderlich's IRA. Mr. Wunderlich benefits from the shares held in his IRA account and, as a result, Mr. Wunderlich may be deemed to have beneficial ownership of the securities in his IRA account. The warrants were purchased by a trust of which Mr. Wunderlich is a beneficiary. As such, Mr. Wunderlich may be deemed to have beneficial ownership of the securities owned by the trust. These warrants represent warrants held by the Sponsor that were acquired pursuant to the private placement warrants purchase agreement, dated December 3, 2020. Richard J. Hendrix, a director of the issuer, and Gary J. Wunderlich, Jr., a director of the issuer, are the managing members of the Sponsor and have voting and investment discretion with respect to the securities held by the Sponsor. As such, Messrs. Hendrix and Wunderlich may be deemed to share beneficial ownership of the warrants held directly by the Sponsor. /s/ Gary K. Wunderlich, Jr. 2021-10-21