Statement of Changes in Beneficial Ownership (4)
March 14 2022 - 5:38PM
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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OMB APPROVAL
OMB Number:
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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Glickman Todd |
2. Issuer Name and Ticker or Trading Symbol
Navitas Semiconductor Corp
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NVTS
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP, Interim CFO & Treasurer |
(Last)
(First)
(Middle)
C/O NAVITAS SEMICONDUCTOR USA, INC., 2101 E. EL SEGUNDO BLVD., SUITE 205 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/11/2022 |
(Street)
EL SEGUNDO, CA 90245
(City)
(State)
(Zip)
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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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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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Class A Common Stock | 3/11/2022 | | D | | 66829 (1) | D | $8.23 (2) | 853355 (3) | D | |
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 |
Explanation of Responses: |
(1) | Reflects disposition to the issuer duly approved in accordance with Rule 16b-3(e) under the Securities Exchange Act of 1934 (17 CFR 240.16b-3(e)) and undertaken solely for the purpose of satisfying certain tax obligations of the reporting person, including tax obligations arising in connection with the reporting person's exercise of options to purchase shares of Navitas Semiconductor Limited ("Legacy Navitas") prior to Legacy Navitas entering into the business combination transaction with the issuer (then known as Live Oak Acquisition Corp. II), and as contemplated by that certain Lock-Up Agreement between the reporting person and the issuer dated as of May 6, 2021. |
(2) | The disposition was executed pursuant to an agreement entered into on March 4, 2022, which provided that (i) the execution date would be the 5th trading day after the transaction was duly authorized by the board of directors and (ii) the purchase price would be equal to the closing price of the reported securities on the Nasdaq Stock Market on the trading day immediately preceding the execution date. The transaction was duly authorized on March 6, 2022, hence the execution date was March 11, 2022 and the purchase price was equal to the closing price on March 10, 2022. |
(3) | Consists of (i) 705,611 shares and (ii) 147,744 restricted stock units which are partially vested and which will fully vest on September 15, 2024. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Glickman Todd C/O NAVITAS SEMICONDUCTOR USA, INC. 2101 E. EL SEGUNDO BLVD., SUITE 205 EL SEGUNDO, CA 90245 |
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| SVP, Interim CFO & Treasurer |
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Signatures
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/s/ Paul D. Delva, Attorney-in-fact | | 3/14/2022 |
**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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