Annual Statement of Changes in Beneficial Ownership (5)
February 10 2023 - 4:57PM
Edgar (US Regulatory)
FORM 5
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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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Form 3 Holdings Reported
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Form 4 Transactions Reported |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0362
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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
*
Sheridan Eugene | 2. Issuer Name and Ticker or Trading SymbolNavitas Semiconductor Corp [NVTS] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President & CEO |
(Last)
(First)
(Middle)
C/O NAVITAS SEMICONDUCTOR CORPORATION, 3520 CHALLENGER STREET | 3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY) 12/31/2022 |
(Street)
TORRANCE, CA 90503-1640
(City)
(State)
(Zip)
| 4. If Amendment, Date Original Filed(MM/DD/YYYY) | 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) | 2. Trans. Date | 2A. Deemed Execution Date, if any | 3. Trans. 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) |
Amount | (A) or (D) | Price |
Class A Common Stock | 3/23/2022 | | G | 1000000 (1) | D | $0 | 1266044 | I | Eugene and Melissa Sheridan Trust |
Class A Common Stock | 3/23/2022 | | G | 1000000 (1) | A | $0 | 1000000 | I | By spouse |
Class A Common Stock | 3/23/2023 | | G | 1000000 (2) | D | $0 | 0 | I | By spouse |
Class A Common Stock | 3/23/2022 | | G | 1000000 (2) | A | $0 | 1000000 | I | GaNFast Trust |
Class A Common Stock | | | | | | | 210000 | I | GSMS Trust (3) |
Class A Common Stock | | | | | | | 600000 | I | Lolas Trust (3) |
Class A Common Stock | | | | | | | 2214083 (4) | D | |
Table II - Derivative Securities Acquired, Disposed of, or 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 (MM/DD/YYYY) | 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 at End of Issuer's Fiscal Year (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | Gift to reporting person's spouse. The transferee remained subject to lock-up restrictions that affected the reported shares before transfer. |
(2) | Gift by reporting person's spouse to The GaNFast Trust for the benefit of the reporting person among other beneficiaries. The transferee remains subject to lock-up restrictions that affected the reported shares before transfer. |
(3) | The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |
(4) | Consists of (i) 390,083 shares of common stock and (ii) 1,824,000 shares of common stock underlying unvested restricted stock units, which will vest in one-half increments on each of August 25, 2023 and August 25, 2024, subject to the reporting person's continued employment, or earlier upon certain events. Vesting results in the delivery of one share of common stock per vested unit following the vesting date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Sheridan Eugene C/O NAVITAS SEMICONDUCTOR CORPORATION 3520 CHALLENGER STREET TORRANCE, CA 90503-1640 | X |
| President & CEO |
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Signatures
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/s/ Paul D. Delva, attorney-in-fact | | 2/10/2023 |
**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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