09/02/2025 | Press release | Distributed by Public on 09/02/2025 19:13
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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 Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrant (Right to Buy) | $8.75 | 08/28/2025 | S | 655,255(1) | 07/21/2025 | 10/01/2026(2) | Common Stock, par value $0.0001 | 655,255 | $1.27(3) | 1,259,211 | I | Trust(4) | |||
Warrant (Right to Buy) | $8.75 | 08/29/2025 | S | 1,259,211(1) | 07/21/2025 | 10/01/2026(2) | Common Stock, par value $0.0001 | 1,259,211 | $0.6(5) | 0 | I | Trust |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Rodgers Thurman J C/O ENOVIX CORPORATION 3501 W. WARREN AVENUE FREMONT, CA 94538 |
X | X |
/s/ Arthi Chakravarthy, Attorney-in-Fact for Thurman J. Rodgers | 09/02/2025 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | This Form 4 relates to sales of publicly-traded warrants (the "Warrants") previously distributed to the Reporting Person. The Warrants were distributed by the Issuer on July 21, 2025 at no cost to the Reporting Person, and each Warrant entitles the holder to purchase one share of common stock at an exercise price of $8.75 per share in accordance with the Warrant Agreement dated July 21, 2025 between the Issuer and Computershare Trust Company N.A., as warrant agent (the "Warrant Agreement"). |
(2) | In accordance with the Warrant Agreement, the original expiration date ceased to be exercisable at 5:00 p.m. New York City time on October 1, 2026 (the Expiration Date), subject to automatic acceleration upon satisfaction of the early expiration price condition. On August 28, 2025, the early expiration price condition was met and the expiration date for the warrants was accelerated to be on August 29, 2025. The Warrants was ceased to be exercisable prior to 5:00pm New York City time on August 29, 2025. |
(3) | The price reported in Column 8 is a weighted-average price. The shares were sold in multiple transactions ranging from $1.20 to $1.44, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
(4) | The remaining Warrants are held by the Trust for which the Reporting Person is a trustee and has voting and dispositive power over the Warrants. |
(5) | The price reported in Column 8 is a weighted-average price. The shares were sold in multiple transactions ranging from $0.59 to $0.67, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |