SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Wunderlich Gary Kent JR

(Last)

(First)

(Middle)

40 S. MAIN STREET, #2550

(Street)

MEMPHIS

38103

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Navitas Semiconductor Corp [ NVTS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	03/03/2022		M⁽¹⁾		10,000⁽²⁾	A	$11.5⁽²⁾	10,000⁽²⁾	I	Trust A⁽³⁾
Class A Common Stock	03/03/2022		F⁽⁴⁾		7,390⁽²⁾	D	⁽²⁾	2,610	I	Trust A⁽³⁾
Class A Common Stock	03/03/2022		M⁽¹⁾		10,000⁽²⁾	A	$11.5⁽²⁾	10,000⁽²⁾	I	Trust B⁽³⁾
Class A Common Stock	03/03/2022		F⁽⁴⁾		7,390⁽²⁾	D	⁽²⁾	2,610	I	Trust B⁽³⁾
Class A Common Stock	03/03/2022		M⁽¹⁾		10,000⁽²⁾	A	$11.5⁽²⁾	10,000⁽²⁾	I	Trust C⁽³⁾
Class A Common Stock	03/03/2022		F⁽⁴⁾		7,390⁽²⁾	D	⁽²⁾	2,610	I	Trust C⁽³⁾
Class A Common Stock	03/03/2022		M⁽¹⁾		10,000⁽²⁾	A	$11.5⁽²⁾	10,000⁽²⁾	I	Trust D⁽⁵⁾
Class A Common Stock	03/03/2022		F⁽⁴⁾		7,390⁽²⁾	D	⁽²⁾	2,610	I	Trust D⁽⁵⁾
Class A Common Stock	03/03/2022		M⁽¹⁾		10,000⁽²⁾	A	$11.5⁽²⁾	10,000⁽²⁾	I	Individual retirement account
Class A Common Stock	03/03/2022		F⁽⁴⁾		7,390⁽²⁾	D	⁽²⁾	2,610	I	Individual retirement account
Class A Common Stock	03/03/2022		M⁽¹⁾⁽⁶⁾		124,405⁽²⁾	A	$11.5⁽²⁾	147,618⁽²⁾⁽⁷⁾	D
Class A Common Stock	03/03/2022		F⁽⁴⁾⁽⁶⁾		91,936⁽²⁾	D	⁽²⁾	55,682⁽⁷⁾	D
Class A Common Stock	03/04/2022		M⁽¹⁾⁽⁶⁾		90,476⁽²⁾	A	$11.5⁽²⁾	146,158⁽²⁾⁽⁷⁾	D
Class A Common Stock	03/04/2022		F⁽⁴⁾⁽⁶⁾		66,862⁽²⁾	D	⁽²⁾	79,296⁽⁷⁾	D
Class A Common Stock								6,315,000	I	Live Oak Sponsor Partners II, LLC⁽⁸⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Public Warrants (right to buy)	$11.5	03/03/2022		M⁽¹⁾			10,000	12/07/2021	03/07/2022	Class A Common Stock	10,000	$0	0	I	Trust A⁽³⁾
Public Warrants (right to buy)	$11.5	03/03/2022		M⁽¹⁾			10,000	12/07/2021	03/07/2022	Class A Common Stock	10,000	$0	0	I	Trust B⁽³⁾
Public Warrants (right to buy)	$11.5	03/03/2022		M⁽¹⁾			10,000	12/07/2021	03/07/2022	Class A Common Stock	10,000	$0	0	I	Trust C⁽³⁾
Public Warrants (right to buy)	$11.5	03/03/2022		M⁽¹⁾			10,000	12/07/2021	03/07/2022	Class A Common Stock	10,000	$0	0	I	Trust D⁽⁵⁾
Public Warrants (right to buy)	$11.5	03/03/2022		M⁽¹⁾			10,000	12/07/2021	03/07/2022	Class A Common Stock	10,000	$0	0	I	Individual retirement account
Private Placement Warrants (right to buy)	$11.5	03/03/2022		M⁽¹⁾⁽⁶⁾			124,405	12/07/2021	03/07/2022	Class A Common Stock	124,405	$0	90,476	D
Private Placement Warrants (right to buy)	$11.5	03/04/2022		M⁽¹⁾⁽⁶⁾			90,476	12/07/2021	03/07/2022	Class A Common Stock	90,476	$0	0	D

Explanation of Responses:

1. 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.

2. 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.

3. In separate trusts for the benefit of the reporting person's immediate family members.

4. 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.

5. In trust for the benefit of the reporting person.

6. 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.

7. 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.

8. 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.

Remarks:

	/s/ Gary K. Wunderlich, Jr.	01/04/2023
	** 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).
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