Richard J. Hendrix - Feb 25, 2022 Form 4 Insider Report for Navitas Semiconductor Corp (NVTS)

Role
Director
Signature
/s/ Richard J. Hendrix
Stock symbol
NVTS
Transactions as of
Feb 25, 2022
Transactions value $
$2,759,632
Form type
4
Date filed
1/4/2023, 07:40 PM
Previous filing
Nov 24, 2021
Next filing
May 18, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NVTS Class A Common Stock Options Exercise $288K +25K $11.50 25K Feb 25, 2022 By Individual retirement accounts F1, F2
transaction NVTS Class A Common Stock Tax liability -18.5K -73.9% 6.53K Feb 25, 2022 By Individual retirement accounts F2, F3
transaction NVTS Class A Common Stock Options Exercise $521K +45.3K +694.68% $11.50 51.9K Feb 25, 2022 By Individual retirement accounts F1, F2
transaction NVTS Class A Common Stock Tax liability -33.5K -64.6% 18.4K Feb 25, 2022 By Individual retirement accounts F2, F3
transaction NVTS Class A Common Stock Options Exercise $1.95M +170K $11.50 170K Mar 3, 2022 By RJH Management Co., LLC F1, F2
transaction NVTS Class A Common Stock Tax liability -125K -73.9% 44.3K Mar 3, 2022 By RJH Management Co., LLC F2, F3
holding NVTS Class A Common Stock 14.7K Feb 25, 2022 Direct F4
holding NVTS Class A Common Stock 6.32M Feb 25, 2022 By Live Oak Sponsor Partners II, LLC F5

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 Public Warrants (right to buy) Options Exercise $0 -25K -100% $0.00* 0 Feb 25, 2022 Class A Common Stock 25K $11.50 By Individual retirement accounts F1, F6
transaction NVTS Private Placement Warrants (right to buy) Options Exercise $0 -45.3K -100% $0.00* 0 Feb 25, 2022 Class A Common Stock 45.3K $11.50 By Individual retirement accounts F1, F7, F8
transaction NVTS Private Placement Warrants (right to buy) Options Exercise $0 -170K -100% $0.00* 0 Mar 3, 2022 Class A Common Stock 170K $11.50 By RJH Management Co., LLC F1, F8, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.
F4 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.
F5 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.
F6 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.
F7 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.
F8 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.
F9 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.