Wunderlich Gary Kent JR's Form 4/A amendment
AmendedNavitas Semiconductor Corp (NVTS) · filed May 2, 2022
- Accession no.
- 0001628280-22-011734
- Filed
- May 2, 2022, 4:20 PM ET
- Trade date
- Oct 19, 2021
- Filing delay
- 195 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
- Original filed
- Oct 21, 2021
This filing lists 4 non-derivative transactions and 7 derivative transactions. Open-market purchases total $14.2M. It was filed 195 days after the trade.
This amendment replaces 0000899243-21-041132 (filed Oct 21, 2021).
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Wunderlich Gary Kent JRCIK 0001709974 | Director |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Oct 19, 2021 | Class B Common Stock | JOtherDisposed | −10,000 | –F1 | – | 6,315,000 | Indirect | |
| Oct 19, 2021 | Class A Common Stock | CConversionAcquired | +6,315,000 | –F3 | – | 6,315,000 | Indirect | |
| Oct 19, 2021 | Class A Common Stock | PPurchaseAcquired | +1,415,000 | $10.00 | +$14,150,000 | 1,415,000 | Indirect | |
| Oct 19, 2021 | Class A Common Stock | AGrant or awardAcquired | +10,463 | $0.00 | $0 | 10,463 | Direct |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Oct 19, 2021 | Class A Common Stock | CConversionAcquired | +6,315,000 | –F1 | – | 6,315,000 | Indirect | |
| Oct 19, 2021 | Class A Common Stock | JOtherAcquired | +10,000 | $1.40 | +$14,000 | 10,000 | Indirect | |
| Oct 19, 2021 | Class A Common Stock | JOtherAcquired | +10,000 | $1.40 | +$14,000 | 10,000 | Indirect | |
| Oct 19, 2021 | Class A Common Stock | JOtherAcquired | +10,000 | $1.40 | +$14,000 | 10,000 | Indirect | |
| Oct 19, 2021 | Class A Common Stock | JOtherAcquired | +10,000 | $1.40 | +$14,000 | 10,000 | Indirect | |
| Oct 19, 2021 | Class A Common Stock | JOtherAcquired | +10,000 | $1.40 | +$14,000 | 10,000 | Indirect | |
| Oct 19, 2021 | Class A Common Stock | JOtherAcquired | +4,666,667 | $0.01 | +$46,666.67 | 4,666,667 | Indirect |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
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.
Referenced by the price of 1 transaction in Table I and 1 transaction in Table II.
- F2
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 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 B common stock held directly by the Sponsor.
- F3
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."
Referenced by the price of 1 transaction in Table I.
- F4
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, 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.
- F5
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.
- F6
Restricted stock units convert into common stock on a one-for-one basis. The reporting person received a restricted stock unit award which are unvested and fully vest on October 19, 2022.
- F7
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.
- F8
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.
- F9
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.
- F10
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.
- F11
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.
- F12
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.
Remarks
This amended statement of changes in beneficial ownership on Form 4/A is being filed solely to add the fourth entry on Table I, which was inadvertently omitted from the original filing. Otherwise, this amended statement is identical to the original filing, except that footnotes 6 through 11 of the original have been renumbered 7 through 12, respectively.