Gary Kent Wunderlich JR - Mar 3, 2022 Form 4 Insider Report for Navitas Semiconductor Corp (NVTS)

Role
Director
Signature
/s/ Gary K. Wunderlich, Jr.
Stock symbol
NVTS
Transactions as of
Mar 3, 2022
Transactions value $
$3,046,132
Form type
4
Date filed
1/4/2023, 07:43 PM
Previous filing
Feb 28, 2022
Next filing
Mar 1, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NVTS Class A Common Stock Options Exercise $115K +10K $11.50 10K Mar 3, 2022 Trust A F1, F2, F3
transaction NVTS Class A Common Stock Tax liability -7.39K -73.9% 2.61K Mar 3, 2022 Trust A F2, F3, F4
transaction NVTS Class A Common Stock Options Exercise $115K +10K $11.50 10K Mar 3, 2022 Trust B F1, F2, F3
transaction NVTS Class A Common Stock Tax liability -7.39K -73.9% 2.61K Mar 3, 2022 Trust B F2, F3, F4
transaction NVTS Class A Common Stock Options Exercise $115K +10K $11.50 10K Mar 3, 2022 Trust C F1, F2, F3
transaction NVTS Class A Common Stock Tax liability -7.39K -73.9% 2.61K Mar 3, 2022 Trust C F2, F3, F4
transaction NVTS Class A Common Stock Options Exercise $115K +10K $11.50 10K Mar 3, 2022 Trust D F1, F2, F5
transaction NVTS Class A Common Stock Tax liability -7.39K -73.9% 2.61K Mar 3, 2022 Trust D F2, F4, F5
transaction NVTS Class A Common Stock Options Exercise $115K +10K $11.50 10K Mar 3, 2022 Individual retirement account F1, F2
transaction NVTS Class A Common Stock Tax liability -7.39K -73.9% 2.61K Mar 3, 2022 Individual retirement account F2, F4
transaction NVTS Class A Common Stock Options Exercise $1.43M +124K +535.93% $11.50 148K Mar 3, 2022 Direct F1, F2, F6, F7
transaction NVTS Class A Common Stock Tax liability -91.9K -62.28% 55.7K Mar 3, 2022 Direct F2, F4, F6, F7
transaction NVTS Class A Common Stock Options Exercise $1.04M +90.5K +162.49% $11.50 146K Mar 4, 2022 Direct F1, F2, F6, F7
transaction NVTS Class A Common Stock Tax liability -66.9K -45.75% 79.3K Mar 4, 2022 Direct F2, F4, F6, F7
holding NVTS Class A Common Stock 6.32M Mar 3, 2022 Live Oak Sponsor Partners II, LLC F8

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 -10K -100% $0.00* 0 Mar 3, 2022 Class A Common Stock 10K $11.50 Trust A F1, F3
transaction NVTS Public Warrants (right to buy) Options Exercise $0 -10K -100% $0.00* 0 Mar 3, 2022 Class A Common Stock 10K $11.50 Trust B F1, F3
transaction NVTS Public Warrants (right to buy) Options Exercise $0 -10K -100% $0.00* 0 Mar 3, 2022 Class A Common Stock 10K $11.50 Trust C F1, F3
transaction NVTS Public Warrants (right to buy) Options Exercise $0 -10K -100% $0.00* 0 Mar 3, 2022 Class A Common Stock 10K $11.50 Trust D F1, F5
transaction NVTS Public Warrants (right to buy) Options Exercise $0 -10K -100% $0.00* 0 Mar 3, 2022 Class A Common Stock 10K $11.50 Individual retirement account F1
transaction NVTS Private Placement Warrants (right to buy) Options Exercise $0 -124K -57.89% $0.00 90.5K Mar 3, 2022 Class A Common Stock 124K $11.50 Direct F1, F6
transaction NVTS Private Placement Warrants (right to buy) Options Exercise $0 -90.5K -100% $0.00* 0 Mar 4, 2022 Class A Common Stock 90.5K $11.50 Direct F1, F6
* 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 4, which reflects the number of shares deemed surrendered in lieu of payment of the exercise price. See also notes 2 and 4.
F2 Since shares were acquired on a net basis, this entry is provided only to satisfy the requirements of Form 4 (except, if note 7 also applies, to the extent figure reflects previously reported shares described in note 7). 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 4. 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 In separate trusts for the benefit of the reporting person's immediate family members.
F4 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. 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.
F5 In trust for the benefit of the reporting person.
F6 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.
F7 In addition to shares acquired or deemed acquired upon the cashless exercise of private placement warrants reported on this form, the reported number of shares includes (i) 12,750 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.
F8 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.