Sec Form 4 Filing - Rodgers Thurman J @ Enovix Corp - 2025-08-11

Insider filing report for Changes in Beneficial Ownership
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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
Rodgers Thurman J
2. Issuer Name and Ticker or Trading Symbol
Enovix Corp [ ENVX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O ENOVIX CORPORATION, 3501 W. WARREN AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
08/11/2025
(Street)
FREMONT, CA94538
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
Common Stock 08/11/2025 X 220,114 ( 1 ) A $ 8.75 1,120,114 ( 2 ) I Trust ( 2 )
Common Stock 20,858,407 I Trust ( 3 )
Common Stock 22,543 ( 4 ) D
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
Warrant (Right to Buy) $ 8.75 08/11/2025 X 220,114 ( 1 ) 07/21/2025 10/01/2026( 5 ) Common Stock, par value $0.0001 220,114 $ 0 0 I Trust ( 2 )
Warrant (Right to Buy) $ 8.75 ( 6 ) 07/21/2025 10/01/2026( 5 ) Common Stock, par value $0.0001 2,914,466 2,914,466 I Trust ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rodgers Thurman J
C/O ENOVIX CORPORATION
3501 W. WARREN AVENUE
FREMONT, CA94538
X X
Signatures
/s/ Arthi Chakravarthy, Attorney-in-Fact for Thurman J. Rodgers 08/12/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects shares issued upon the exercise of publicly-traded warrants (the "Warrants") by the Rodgers Family Freedom and Free Markets Charitable Trust for which the Reporting Person is a trustee and has voting and dispositive power over the shares and the Warrants. 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 )The shares and Warrants are held by the Rodgers Family Freedom and Free Markets Charitable Trust for which the Reporting Person is a trustee and has voting and dispositive power over the shares and Warrants.
( 3 )The shares and Warrants are held by the Rodgers Massey Revocable Living Trust dtd 4/4/11 for which the Reporting Person is a trustee and has voting and dispositive power over the shares and Warrants.
( 4 )Includes 22,543 shares issuable upon the settlement of restricted stock units ("RSUs") granted to the Reporting Person. Each RSU represents a contingent right to receive one share of the Issuer's common stock.
( 5 )The Warrants will expire and cease to be exercisable at 5:00 p.m. New York City time on October 1, 2026 (the "Expiration Date"). The Expiration Date is subject to automatic acceleration upon satisfaction of the early expiration price condition (as defined in the Warrant Agreement) and subject to the other terms of the Warrant Agreement.
( 6 )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.

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