Statement of Changes in Beneficial Ownership (4)
March 01 2023 - 5:14PM
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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Wunderlich Gary Kent JR |
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)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
40 S. MAIN STREET, #2550 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/27/2023 |
(Street)
MEMPHIS, TN 38103
(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 | 2/27/2023 | | A(1) | | 21705 (1) | A | $0 | 218137 (2) | D | |
Class A Common Stock | | | | | | | | 2610 | I | Trust A (3) |
Class A Common Stock | | | | | | | | 2610 | I | Trust B (3) |
Class A Common Stock | | | | | | | | 2610 | I | Trust C (3) |
Class A Common Stock | | | | | | | | 2610 | I | Trust D (3) |
Class A Common Stock | | | | | | | | 46350 | I | Individual retirement account (4) |
Class A Common Stock | | | | | | | | 24935 | I | Live Oak Merchant Partners LLC (5) |
Class A Common Stock | | | | | | | | 4631000 | I | Live Oak Sponsor Partners II, LLC (6) |
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 shares underlying restricted stock units ("RSUs") granted under the issuer's non-employee director compensation program and the Navitas Semiconductor Corporation 2021 Equity Incentive Plan (the "Plan"). Each RSU represents the reporting person's right to receive one share of Class A Common Stock of the issuer following the vesting date in accordance with the Plan. All RSUs vest on November 10, 2023, the one-year anniversary of the issuer's 2022 annual stockholders' meeting, subject to the reporting person's continued service as of the vesting date. |
(2) | Balance includes 117,136 shares previously reported as held by Live Oak Sponsor Partners II, LLC ("Live Oak") and beneficially owned indirectly by the reporting person by virtue of his pecuniary interest therein. |
(3) | In separate trusts for the benefit of the reporting person's immediate family members. |
(4) | Balance includes 43,740 shares previously reported as held by Live Oak and beneficially owned indirectly by the reporting person by virtue of his pecuniary interest therein. |
(5) | Shares previously reported as held by Live Oak and beneficially owned indirectly by the reporting person by virtue of his pecuniary interest therein. |
(6) | 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Wunderlich Gary Kent JR 40 S. MAIN STREET, #2550 MEMPHIS, TN 38103 | X |
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Signatures
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/s/ Gary K. Wunderlich, Jr. | | 3/1/2023 |
**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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