| FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Form 3 Holdings Reported. | |||||||||||||||||
|
Form 4 Transactions Reported. | ||||||||||||||||
| 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)
|
2. Issuer Name and Ticker or Trading Symbol
SkyWater Technology, Inc [ SKYT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2024 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
| Amount | (A) or (D) | Price | |||||||||||||
| Common Stock | 05/21/2024 | G4 | 142,732 | D | $0 | 12,663,532 | D(1) | ||||||||
| Common Stock | 05/21/2024 | G4 | 5,091 | A | $0 | 189,982 | I | By trust for benefit of son | |||||||
| Common Stock | 05/21/2024 | G4 | 5,091 | A | $0 | 189,982 | I | By trust for benefit of son | |||||||
| Common Stock | 05/21/2024 | G4 | 5,091 | A | $0 | 189,981 | I | By trust for benefit of daughter | |||||||
| Common Stock | 05/21/2024 | G4 | 5,091 | A | $0 | 189,981 | I | By trust for benefit of daughter | |||||||
| Common Stock | 05/21/2024 | G4 | 1,413 | A | $0 | 52,317 | I | By spouse | |||||||
| Common Stock | 05/21/2024 | G4 | 115,342 | A | $0 | 182,793(2) | I | By revocable trust | |||||||
| Common Stock | 05/21/2024 | G4 | 5,613 | A | $0 | 531,283(2) | I | By family irrevocable trust | |||||||
| Common Stock | 11/18/2024 | G4 | 10,060 | D | $0 | 34,375 | D(3) | ||||||||
| Common Stock | 11/18/2024 | G | 10,060 | A | $0 | 192,853 | I | By revocable trust | |||||||
| Common Stock | 12/17/2024 | G4 | 30,459 | D | $0 | 162,394 | I | By revocable trust | |||||||
| Common Stock | 2,480,746(4) | I | By 2023 grantor retained annuity trust(1) | ||||||||||||
| Common Stock | 1,229,864(4) | I | By 2024 grantor retained annuity trust | ||||||||||||
| Common Stock | 3 | D(1)(5) | |||||||||||||
|
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 (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) | |||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. Mr. Unterseher is President of CMI Oxbow Partners, LLC ("CMI") and Managing Partner of Oxbow Industries, LLC ("Oxbow"), which is the majority member of CMI. CMI directly holds the shares of Common Stock reported in Column 5. As a result, he may be deemed to be the beneficial owner of, and to have a pecuniary interest in, such shares of Common Stock. Mr. Unterseher disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. |
| 2. In January 2024, 162,000 shares of common stock were transferred from the irrevocable trust to the family trust. |
| 3. Shares owned directly by Mr. Unterseher. |
| 4. In November 2024, 1,229,864 shares of Common Stock were transferred from the 2023 grantor retained annuity trust to the 2024 grantor retained annuity trust. |
| 5. Oxbow directly holds the shares reported in Column 5. |
| /s/ Loren A. Unterseher | 02/14/2025 | |
| ** 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. | ||