Director Rodgers Thurman J exercised 220,114 in-the-money shares at a strike of $8.75 (SEC Form 4)
$ENVX
Industrial Machinery/Components
Miscellaneous
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Enovix Corp [ ENVX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/11/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | ||||||||
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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 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 Securities Underlying Derivative Security (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: 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) | |||||||
| 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. |
| Remarks: |
| /s/ Arthi Chakravarthy, Attorney-in-Fact for Thurman J. Rodgers | 08/12/2025 | |
| ** 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 Number. | ||