Sec Form 4 Filing - RODGERS THURMAN J @ Enovix Corp - 2021-09-08

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
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)
09/08/2021
(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 09/08/2021 J( 1 ) 5,635,000 D $ 0 115,000 I LLC ( 2 )
Common Stock 09/08/2021 J( 1 ) 3,800,000 A $ 0 20,926,552 I Trust ( 3 )
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) $ 11.5 09/08/2021 J( 1 ) 6,000,000 ( 4 ) 07/14/2026 Common Stock 6,000,000 $ 0 0 I LLC ( 2 )
Warrant (Right to Buy) $ 11.5 09/08/2021 J( 1 ) 4,100,000 ( 4 ) 07/14/2026 Common Stock 4,100,000 $ 0 4,100,000 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/ Edward J. Hejlek, Attorney-in-Fact for Thurman J. Rodgers 09/10/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects the in-kind distribution from Rodgers Capital, LLC, without consideration, to certain of its members, including the Reporting Person.
( 2 )The shares are held by Rodgers Capital, LLC for which the Reporting Person is the managing member and has voting and dispositive power over the shares.
( 3 )The shares are held by the Rodgers Massey Revocable Living Trust dtd 4/4/11 for which the Reporting Person is a trustee.
( 4 )Warrants become exercisable on the later of (i) 30 days after the completion of Issuer's initial business combination, which was on July 14, 2021, and (ii) 12 months from the closing of the Rodgers Silicon Valley Acquisition Corp. initial public offering, which was on December 4, 2020, and they expire five years after the completion of Issuer's initial business combination or earlier upon redemption or liquidation.

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 Number.