Sec Form 4 Filing - Wunderlich Gary Kent JR @ Navitas Semiconductor Corp - 2022-03-03

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Wunderlich Gary Kent JR 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) (Last) (First) (Middle) 40 S. MAIN STREET, #2550 3. Date of Earliest Transaction (MM/DD/YY) 03/03/2022 (Street) MEMPHIS, TN38103 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price 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 2,610 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 2,610 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 2,610 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 2,610 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 2,610 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 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 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wunderlich Gary Kent JR 40 S. MAIN STREET, #2550 MEMPHIS, TN38103 X Signatures /s/ Gary K. Wunderlich, Jr. 01/04/2023 Signature of Reporting Person Date

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.

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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