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Hendrix Richard J 的 Form 4/A 修正申報

修正

Navitas Semiconductor Corp(NVTS),2022/5/2 申報

申報編號
0001628280-22-011735
申報時間
2022/5/2 16:23 ET
交易日
2021/10/19
申報延遲
195 天
10b5-1 計畫
表單沒有這欄(2023 年以前)
原始申報日
2021/10/21

這份申報列了 4 筆非衍生性交易、4 筆衍生性交易。公開市場買進合計 $1,415 萬。交易後 195 天申報。

這份修正申報取代了 0000899243-21-041136(2021/10/21 申報)。

申報人

一份 Form 4 可以有好幾位申報人,例如本人與他控制的基金。各交易表上顯示的是第一位。

這份申報的申報人
申報人與公司的關係
Hendrix Richard JCIK 0001218306董事

非衍生性證券(表 I)

普通股等股票的取得與處分,每一列是申報上的一筆。

非衍生性證券的交易
交易日證券交易股數價格金額交易後持股持有方式旗標
2021/10/19Class B Common StockJ其他處分−10,000–F1–6,315,000間接重複申報
2021/10/19Class A Common StockC轉換取得+6,315,000–F3–6,315,000間接重複申報
2021/10/19Class A Common StockP買進取得+1,415,000$10.00+$14,150,0001,415,000間接重複申報
2021/10/19Class A Common StockA公司授予取得+10,463$0.00$010,463直接

衍生性證券(表 II)

選擇權、認股權證、限制型股票單位等。股數是標的股票的股數;單價與金額是衍生證券本身的價格,交易後持有是衍生證券的單位數。

衍生性證券的交易
交易日證券交易標的股數單價金額交易後持有持有方式旗標
2021/10/19Class A Common StockC轉換取得+6,315,000–F1–6,315,000間接重複申報
2021/10/19Class A Common StockJ其他取得+10,000$1.38+$13,80010,000間接
2021/10/19Class A Common StockJ其他取得+15,000$1.38+$20,70015,000間接
2021/10/19Class A Common StockJ其他取得+4,666,667$0.01+$46,666.674,666,667間接

附註與備註

本站收錄交易價格引用的附註、修正申報(Form 4/A)的全部附註,以及申報的備註。其他附註,例如間接持有的方式、交易計畫的細節,請看 SEC EDGAR 上的原文。

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.

表 I 有 1 筆、表 II 有 1 筆交易的價格引用這則附註。

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."

表 I 有 1 筆交易的價格引用這則附註。

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 Mr. Hendrix's IRA. Mr. Hendrix benefits from the shares held in his IRA account and, as a result, Mr. Hendrix may be deemed to have beneficial ownership of the securities in his IRA account.

F10

The warrants were purchased by Mr. Hendrix's IRA. Mr. Hendrix benefits from the shares held in his IRA account and, as a result, Mr. Hendrix may be deemed to have beneficial ownership of the securities in his IRA account.

F11

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.

備註

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 10 of the original have been renumbered 7 through 11, respectively.

看 SEC EDGAR 上的完整原文 (在新分頁開啟)