Gary Kent Wunderlich JR - Oct 19, 2021 Form 4/A - Amendment Insider Report for Navitas Semiconductor Corp (NVTS)

Role
Director
Signature
/s/ Gary K. Wunderlich, Jr.
Stock symbol
NVTS
Transactions as of
Oct 19, 2021
Transactions value $
$14,266,667
Form type
4/A - Amendment
Date filed
5/2/2022, 04:20 PM
Date Of Original Report
Oct 21, 2021
Previous filing
Sep 22, 2021
Next filing
Feb 28, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NVTS Class B Common Stock Other -10K -0.16% 6.32M Oct 19, 2021 See footnote F1, F2
transaction NVTS Class A Common Stock Conversion of derivative security +6.32M 6.32M Oct 19, 2021 See footnote- F3, F4
transaction NVTS Class A Common Stock Purchase $14.2M +1.42M $10.00 1.42M Oct 19, 2021 See footnote F5
transaction NVTS Class A Common Stock Award $0 +10.5K $0.00 10.5K Oct 19, 2021 Direct F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction NVTS Class B Common Stock Conversion of derivative security +6.32M 6.32M Oct 19, 2021 Class A Common Stock 6.32M See footnote- F1, F2, F7
transaction NVTS Warrants (right to buy) Other $14K +10K $1.40* 10K Oct 19, 2021 Class A Common Stock 10K $11.50 See footnote. F8, F9
transaction NVTS Warrants (right to buy) Other $14K +10K $1.40* 10K Oct 19, 2021 Class A Common Stock 10K $11.50 See footnote F8, F9
transaction NVTS Warrants (right to buy) Other $14K +10K $1.40* 10K Oct 19, 2021 Class A Common Stock 10K $11.50 See footnote-. F8, F9
transaction NVTS Warrants (right to buy) Other $14K +10K $1.40* 10K Oct 19, 2021 Class A Common Stock 10K $11.50 See footnote.- F8, F10
transaction NVTS Warrants (right to buy) Other $14K +10K $1.40* 10K Oct 19, 2021 Class A Common Stock 10K $11.50 See footnote - F8, F11
transaction NVTS Warrants (right to buy) Other $46.7K +4.67M $0.01* 4.67M Oct 19, 2021 Class A Common Stock 4.67M $11.50 See footnote.. F8, F12
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.
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."
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.