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Filing Details

Accession Number:: 0001628280-22-011734
Form Type:: 4/A
Zero Holdings:: No
Publication Time:: 2022-05-02 16:20:45
Reporting Period:: 2021-10-19

Accepted Time:: 2022-05-02 16:20:45
Original Submission Date:: 2021-10-21
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1821769	Navitas Semiconductor Corp	NVTS	()	4/A

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1709974	Jr Kent Gary Wunderlich	40 S. Main St., #2550 Memphis TN 38103		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class B Common Stock	Disposition	2021-10-19	10,000	$0.00	6,315,000	No	4	J	Indirect	See footnote
Class A Common Stock	Acquisiton	2021-10-19	6,315,000	$0.00	6,315,000	No	4	C	Indirect	See footnote-
Class A Common Stock	Acquisiton	2021-10-19	1,415,000	$10.00	1,415,000	No	4	P	Indirect	See footnote
Class A Common Stock	Acquisiton	2021-10-19	10,463	$0.00	10,463	No	4	A	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	See footnote
No	4	C	Indirect	See footnote-
No	4	P	Indirect	See footnote
No	4	A	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Common Stock	Acquisiton	2021-10-19	6,315,000	$0.00	6,315,000	$0.00
Class A Common Stock	Warrants (right to buy)	Acquisiton	2021-10-19	10,000	$1.40	10,000	$11.50
Class A Common Stock	Warrants (right to buy)	Acquisiton	2021-10-19	10,000	$1.40	10,000	$11.50
Class A Common Stock	Warrants (right to buy)	Acquisiton	2021-10-19	10,000	$1.40	10,000	$11.50
Class A Common Stock	Warrants (right to buy)	Acquisiton	2021-10-19	10,000	$1.40	10,000	$11.50
Class A Common Stock	Warrants (right to buy)	Acquisiton	2021-10-19	10,000	$1.40	10,000	$11.50
Class A Common Stock	Warrants (right to buy)	Acquisiton	2021-10-19	4,666,667	$0.01	4,666,667	$11.50

Remaning Holdings	Exercise Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
6,315,000		No	4	C	Indirect
10,000	2021-10-19	No	4	J	Indirect
10,000	2021-10-19	No	4	J	Indirect
10,000	2021-10-19	No	4	J	Indirect
10,000	2021-10-19	No	4	J	Indirect
10,000	2021-10-19	No	4	J	Indirect
4,666,667	2021-10-19	No	4	J	Indirect

Footnotes

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.
Restricted stock units convert into common stock on a one-for-one basis. The reporting person received a restricted stock unit award which are unvested and fully vest on October 19, 2022.
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 trusts of which Mr. Wunderlich is trustee. As such, Mr. Wunderlich may be deemed to have beneficial ownership of the securities owned by the trusts.
The warrants were purchased by Mr. Wunderlich's IRA. Mr. Wunderlich benefits from the shares held in his IRA account and, as a result, Mr. Wunderlich may be deemed to have beneficial ownership of the securities in his IRA account.
The warrants were purchased by a trust of which Mr. Wunderlich is a beneficiary. As such, Mr. Wunderlich may be deemed to have beneficial ownership of the securities owned by the trust.
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.