0000899243-21-041136.txt : 20211021
0000899243-21-041136.hdr.sgml : 20211021
20211021214952
ACCESSION NUMBER: 0000899243-21-041136
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211019
FILED AS OF DATE: 20211021
DATE AS OF CHANGE: 20211021
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HENDRIX RICHARD J
CENTRAL INDEX KEY: 0001218306
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39755
FILM NUMBER: 211338595
MAIL ADDRESS:
STREET 1: 1300 NORTH 17TH STREET
CITY: ARLINGTON
STATE: VA
ZIP: 22209
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Navitas Semiconductor Corp
CENTRAL INDEX KEY: 0001821769
STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674]
IRS NUMBER: 852560226
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 22 FITZWILLIAM SQUARE
CITY: DUBLIN
STATE: L2
ZIP: D02 FH68
BUSINESS PHONE: 844-654-2642
MAIL ADDRESS:
STREET 1: 22 FITZWILLIAM SQUARE
CITY: DUBLIN
STATE: L2
ZIP: D02 FH68
FORMER COMPANY:
FORMER CONFORMED NAME: Live Oak Acquisition Corp II
DATE OF NAME CHANGE: 20200819
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-10-19
0
0001821769
Navitas Semiconductor Corp
NVTS
0001218306
HENDRIX RICHARD J
40 S. MAIN STREET, #2550
MEMPHIS
TN
38103
1
0
0
0
Class B common stock
2021-10-19
4
J
0
10000
D
6315000
I
See footnote
Class A common stock
2021-10-19
4
C
0
6315000
A
6315000
I
See footnote
Class A common stock
2021-10-19
4
P
0
1415000
10.00
A
1415000
I
See footnote
Class B common stock
2021-10-19
4
C
0
6315000
A
Class A Common Stock
6315000
6315000
I
See footnote
Warrants (right to buy)
11.50
2021-10-19
4
J
0
10000
1.38
A
2021-10-19
Class A Common Stock
10000
10000
I
See footnote
Warrants (right to buy)
11.50
2021-10-19
4
J
0
15000
1.38
A
2021-10-19
Class A Common Stock
15000
15000
I
See footnote
Warrants (right to buy)
11.50
2021-10-19
4
J
0
4666667
0.01
A
2021-10-19
Class A Common Stock
4666667
4666667
I
See footnote
In connection with the closing of the business combination (the "business combination") among Live Oak Acquisition Corp. II ("Live Oak II"), Live Oak Merger Sub Inc., a Delaware corporation and a wholly owned direct subsidiary of Live Oak II, and Navitas Semiconductor Limited, a private company limited by shares organized under the laws of Ireland that was domesticated in the State of Delaware as Navitas Delaware Semiconductor Ireland, LLC, a Delaware limited liability company on October 19, 2021, Live Oak Sponsor Partners II, LLC (the "Sponsor") forfeited 10,000 shares of Class B common stock (the "Forfeiture"). Immediately following the Forfeiture, the reporting person's remaining shares of Class B common stock automatically converted into shares of Live Oak II's Class A common stock on a one-for-one basis.
These shares of Class B common stock represent shares of Class B common stock held by the Sponsor that were acquired pursuant to a securities subscription agreement, dated August 12, 2020, by and between the Sponsor and the issuer. Richard J. Hendrix, a director of the issuer, and Gary J. Wunderlich, Jr., a director of the issuer, are the managing members of the Sponsor and have voting and investment discretion with respect to the securities held by the Sponsor. As such, Messrs. Hendrix and Wunderlich may be deemed to share beneficial ownership of the shares of Class B common stock held directly by the Sponsor.
In connection with the closing of the business combination, the reporting person's shares of Class B common stock automatically converted into shares of Live Oak II's Class A common stock on a one-for-one basis. Upon consummation of the business combination, Live Oak II changed its name to "Navitas Semiconductor Corporation."
These shares of Class A common stock represent shares of Class A common stock held by the Sponsor that were acquired pursuant to a securities subscription agreement, dated August 12, 2020, and between the Sponsor and the issuer Richard J. Hendrix, a director of the issuer, and Gary J. Wunderlich, Jr., a director of the issuer, are the managing members of the Sponsor and have voting and investment discretion with respect to the securities held by the Sponsor. As such, Messrs. Hendrix and Wunderlich may be deemed to share beneficial ownership of the shares of Class A common stock held directly by the Sponsor.
As described in the issuer's registration statement on Form S-4 (File No. 333-256880) (the "Registration Statement") under the heading "Related Agreements-PIPE Financing," Live Oak GaN Partners LLC ("Live Oak GaN") purchased 1,415,000 shares of Class A common stock of the issuer in a private placement. Richard J. Hendrix, a director of the issuer, and Gary K. Wunderlich, Jr., a director of the issuer, are the managing members of Live Oak GaN and have voting and investment discretion with respect to the securities held by Live Oak GaN. As such, Messrs. Hendrix and Wunderlich may be deemed to share beneficial ownership of the securities held directly by Live Oak GaN.
The shares of Class B common stock were automatically convertible into shares of Class A common stock at the time of Live Oak II's initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights (which rights were waived by the reporting person in connection with the business combination), and had no expiration date.
The warrants will expire on October 19, 2026, five years after the completion of the issuer's initial business combination which occurred on October 19, 2021, or earlier upon redemption or liquidation.
The warrants were purchased by Mr. Hendrix's IRA. Mr. Hendrix benefits from the shares held in his IRA account and, as a result, Mr. Hendrix may be deemed to have beneficial ownership of the securities in his IRA account.
The warrants were purchased by Mr. Hendrix's IRA. Mr. Hendrix benefits from the shares held in his IRA account and, as a result, Mr. Hendrix may be deemed to have beneficial ownership of the securities in his IRA account.
These warrants represent warrants held by the Sponsor that were acquired pursuant to the private placement warrants purchase agreement, dated December 3, 2020. Richard J. Hendrix, a director of the issuer, and Gary J. Wunderlich, Jr., a director of the issuer, are the managing members of the Sponsor and have voting and investment discretion with respect to the securities held by the Sponsor. As such, Messrs. Hendrix and Wunderlich may be deemed to share beneficial ownership of the warrants held directly by the Sponsor.
/s/ Richard J. Hendrix
2021-10-21