Statement of Changes in Beneficial Ownership (4)
April 24 2023 - 4:32PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Rodgers Thurman J |
2. Issuer Name and Ticker or Trading Symbol
Enovix Corp
[
ENVX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O ENOVIX CORPORATION, 3501 W. WARREN AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/20/2023 |
(Street)
FREMONT, CA 94538 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
3.00% Convertible Senior Notes due 2028 (1) | $15.61 | 4/20/2023 | | P | | $10000000 (2) | | 4/20/2023 | 5/1/2028 | Common Stock | 640800.0 (3) | $10000000 | $10000000 | I | Trust (4) |
Explanation of Responses: |
(1) | Pursuant to a subscription agreement, entered into on April 17, 2023, the Issuer issued and sold $10.0 million aggregate principal amount of 3.00% Convertible Secured Notes due 2028 (the "Notes") to an entity affiliated with the Reporting Person (the "Holder"). The Notes are convertible at the option of the Holder into cash, shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock"), or a combination of cash and shares of Common Stock, at the Issuer's election, subject to certain adjustments. |
(2) | Interest on the Notes will accrue at a rate of 3.00% per year from April 20, 2023 and will be payable semi-annually in arrears on May 1, and November 1 of each year, beginning on November 1, 2023. |
(3) | Represents the number of shares of Common Stock that may be issued upon conversion of the Notes based on the initial conversion rate of 64.0800 shares of Common Stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions. |
(4) | The Holder is the Rodgers Family Freedom and Free Markets Charitable Trust for which the Reporting Person is a trustee and has dispositive power over the Notes. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Rodgers Thurman J C/O ENOVIX CORPORATION 3501 W. WARREN AVENUE FREMONT, CA 94538 | X | X |
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Signatures
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/s/ Steffen Pietzke, Attorney-in-Fact for Thurman J. Rodgers | | 4/24/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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