Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
|
ENOVIX CORPORATION (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
293594107 (CUSIP Number) |
Thurman J. Rodgers 535 Eastview Way, Woodside, CA, 94062 (510) 695-2350 Arthi Chakravarthy 3501 W. Warren Avenue, Fremont, CA, 94538 (510) 695-2350 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/17/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 293594107 |
| 1 |
Name of reporting person
Thurman J. Rodgers | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
28,998,622.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
14.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Rows 7, 9 and 11: Consists of (i) 5,635 shares of common stock, par value $0.0001 per share ("Common Stock"), of Enovix Corporation, a Delaware corporation (the "Issuer"), issuable upon the settlement of restricted stock units ("RSUs") within 60 days of July 17, 2025 that are held directly by Thurman J. Rodgers ("Mr. Rodgers"), (ii) 20,801,265 shares of Common Stock held by the Rodgers Massey Revocable Living Trust dtd 4/4/11 (the "Living Trust"), of which Mr. Rodgers is a trustee, (iii) 2,971,609 shares of Common Stock issuable to the Living Trust pursuant to warrants exercisable within 60 days of July 21, 2025, (iv) 4,100,000 shares of Common Stock issuable to the Living Trust pursuant to a warrant exercisable within 60 days of December 31, 2022, and (v) 900,000 shares of Common Stock held by the Rodgers Family Freedom and Free Markets Charitable Trust, of which Mr. Rodgers is a trustee (the "Charitable Trust"), and (vi) 220,113 shares of Common Stock issuable to the Charitable Trust pursuant to warrants exercisable within 60 days of July 21, 2025. Mr. Rodgers has sole power to vote or direct the vote, and dispose or direct the disposition of, all of the shares of Common Stock that he beneficially holds, except that with respect to shares held by the Living Trust and Charitable Trust, voting and dispositive power is shared by Mr. Rodgers and his spouse. The percentages used in row 13 of
this Amendment No. 3 are calculated based upon 193,579,119 shares of Common Stock outstanding as of July 17, 2025 as reported in the Prospectus Supplement filed by the Issuer with the SEC on July 21, 2025.
SCHEDULE 13D
|
| CUSIP No. | 293594107 |
| 1 |
Name of reporting person
Rodgers Massey Revocable Living Trust dtd 4/4/11 | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
27,872,874.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Rows 8, 10 and 11: Includes (i) 4,100,000 shares of Common Stock issuable to the Living Trust pursuant to a warrant exercisable within 60 days of December 31, 2022, and (ii) 2,971,609 shares of Common Stock issuable to the Living Trust pursuant to warrants exercisable within 60 days of July 21, 2025. The percentages used in row 13 of this Amendment No. 3 are calculated based upon 193,579,119 shares of Common Stock outstanding as of July 17, 2025 as reported in the Prospectus Supplement filed by the Issuer with the SEC on July 21, 2025.
SCHEDULE 13D
|
| CUSIP No. | 293594107 |
| 1 |
Name of reporting person
Rodgers Family Freedom and Free Markets Charitable Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,120,113.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Rows 7, 9 and 11: Includes 220,113 shares of Common Stock issuable to the Charitable Trust pursuant to warrants exercisable within 60 days of July 21, 2025. The percentages used in row 13 of this Amendment No. 3 are calculated based upon 193,579,119 shares of Common Stock outstanding as of July 17, 2025 as reported in the Prospectus Supplement filed by the Issuer with the SEC on July 21, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value per share | |
| (b) | Name of Issuer:
ENOVIX CORPORATION | |
| (c) | Address of Issuer's Principal Executive Offices:
3501 W Warren Avenue, Fremont,
CALIFORNIA
, 94538. | |
Item 1 Comment:
This Amendment No. 3 is being filed as an amendment to the statement on Schedule 13D relating to the Common Stock, filed with the SEC on July 26, 2021, as amended on September 10, 2021 and February 14, 2023. Unless otherwise defined herein, capitalized terms used in this Amendment No. 3 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby supplemented by adding the following: On March 10, 2023 the Charitable Trust purchased 65,134 shares of Common Stock at a weighted-average price of $9.56 per share, as previously reported on a Form 4 filed with the SEC on March 10, 2023. On March 15, 2023 the Charitable Trust purchased 129,111 shares of Common Stock at a weighted-average price of $10.47 per share, as previously reported on a Form 4 filed with the SEC on March 15, 2023. On March 16, 2023 the Charitable Trust purchased 34,899 shares of Common Stock at a weighted-average price of $10.96 per share, as previously reported on a Form 4 filed with the SEC on March 16, 2023. On March 17, 2023 the Charitable Trust purchased 98,700 shares of Common Stock at a weighted-average price of $10.95 per share, as previously reported on a Form 4 filed with the SEC on March 17, 2023. On March 20, 2023 the Charitable Trust purchased 69,557 shares of Common Stock at a weighted-average price of $10.88 per share, as previously reported on a Form 4 filed with the SEC on March 20, 2023. On March 21, 2023 the Charitable Trust purchased 102,599 shares of Common Stock at a weighted-average price of $11.57 per share, as previously reported on a Form 4 filed with the SEC on March 21, 2023. On March 24, 2023, Mr. Rodgers transferred 2,264 shares of Common Stock to the Living Trust for no consideration, as previously reported on a Form 4 filed with the SEC on March 27, 2023. Pursuant to a subscription agreement, entered into on April 17, 2023, the Issuer issued and sold $10.0 million aggregate principal amount of 3.00% Convertible Senior Notes due 2028 ("Convertible Senior Notes") to the Charitable Trust. The Notes are convertible at the option of the Holder into cash, shares of the Common Stock, or a combination of cash and shares of Common Stock, at the Issuer's election, subject to certain adjustments. The Convertible Senior Notes are initially convertible into shares of Common Stock at an initial conversion rate of 64.0800 shares of Common Stock per $1,000 principal amount of Senior Convertible Notes, which is subject to customary anti-dilution adjustment provisions. The Convertible Senior Notes are not convertible within 60 days of July 17, 2025 absent the occurrence of certain conditions relating to the Issuer's stock price. Between May 16-17, 2023, the Living Trust gifted for no consideration an aggregate of 8,000 shares of Common Stock, as previously reported on a Form 4 filed with the SEC on May 17, 2023. On June 5, 2023, the Living Trust gifted for no consideration an aggregate of 2,000 shares of Common Stock, as previously reported on a Form 4 filed with the SEC on June 5, 2023. On June 15, 2023, Mr. Rodgers received 7,336 shares of Common Stock in connection with the settlement of RSUs granted pursuant to the 2021 Plan, as previously reported on a Form 4 filed with the SEC on June 20, 2023. On June 20, 2023, the Living Trust gifted for no consideration an aggregate of 50,000 shares of Common Stock, as previously reported on a Form 4 filed with the SEC on June 22, 2023. On December 22, 2023, the Living Trust donated 36,025 shares of the Common Stock as a charitable contribution to a charitable gift fund for no consideration, as previously reported on a Form 4 filed with the SEC on December 27, 2023. On January 3, 2024, Mr. Rodgers transferred 3,668 shares of Common Stock to the Living Trust for no consideration, as previously reported on a Form 4 filed with the SEC on March 24, 2024. On March 21, 2024, Mr. Rodgers transferred 1,834 shares of Common Stock to the Living Trust for no consideration, as previously reported on a Form 4 filed with the SEC on March 24, 2024. On June 13, 2024, Mr. Rodgers received 15,128 RSUs pursuant to the 2021 Plan, as previously reported on a Form 4 filed with the SEC on June 17, 2024. On June 21, 2024, Mr. Rodgers transferred 1,834 shares of Common Stock to the Living Trust for no consideration, as previously reported on a Form 4 filed with the SEC on June 24, 2024. On September 26, 2024, Mr. Rodgers transferred 3,782 shares of Common Stock to the Living Trust for no consideration, as previously reported on a Form 4 filed with the SEC on September 30, 2024. On December 30, 2024, Mr. Rodgers transferred 3,782 shares of Common Stock to the Living Trust for no consideration, as previously reported on a Form 4 filed with the SEC on December 31, 2024. On April 1, 2025, Mr. Rodgers transferred 3,782 shares of Common Stock to the Living Trust for no consideration, as previously reported on a Form 4 filed with the SEC on April 3, 2025. On June 12, 2024, Mr. Rodgers received 22,543 RSUs pursuant to the 2021 Plan, as previously reported on a Form 4 filed with the SEC on June 13, 2025. On June 16, 2025, Mr. Rodgers transferred 3,782 shares of Common Stock to the Living Trust for no consideration, as previously reported on a Form 4 filed with the SEC on June 17, 2025. On July 21, 2025, the Issuer distributed warrants to purchase Common Stock (the "Dividend Warrants") to the record holders as of July 17, 2025 (the "Record Date") of the Common Stock, at a rate of one Dividend Warrant for each seven shares of Common Stock (rounded down to the nearest whole number), and each holder of the Convertible Senior Notes as of the Record Date at a rate equal to the product of (i) the conversion rate applicable to the Convertible Senior Notes in effect on the Recor
d Date and (ii) the aggregate principal amount (expressed in thousands) of Convertible Senior Notes held by such holder on such date (the "Warrant Distribution"). As a result of the Warrant Distribution, the Living Trust received Dividend Warrants to purchase 2,971,661 shares of Common Stock and the Charitable Trust received Dividend Warrants to purchase 220,113 shares of Common Stock. The Dividend Warrants are exercisable within 60 days of July 21, 2025. | ||
| Item 4. | Purpose of Transaction | |
Reflects the aggregate number of warrants to purchase Common Stock distributed on July 21, 2025 to the Issuer's record holders as of July 17, 2025. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See rows (11) and (13) of the cover pages to this Amendment No. 3 for the aggregate number of shares and percentages of the shares beneficially owned by each Reporting Person. The percentages used in this Amendment No. 3 are calculated based upon 193,579,119 shares of Common Stock outstanding as of July 17, 2025 as reported in the Prospectus Supplement filed by the Issuer with the SEC on July 21, 2025. | |
| (b) | See rows (7) through (10) of the cover pages to this Amendment No. 3 for the number of shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. | |
| (c) | Except as described in this Amendment No. 3, the Reporting Persons have not engaged in any transactions in the Common Stock in the past sixty days. | |
| (d) | To the knowledge of each of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Persons. | |
| (e) | N/A | |
| Item 7. | Material to be Filed as Exhibits. | |
99.1 Joint Filing Agreement dated February 14, 2023 (incorporated by reference to Exhibit 99.1 to Amendment No. 2 to the Schedule 13D filed with the SEC on February 14, 2023) 99.2 Letter Agreement, dated December 1, 2020, by and among the Issuer and its officers, directors and Initial Stockholders (incorporated by reference to Exjbit 10.1 to the Form 8-K filed by the Issuer with the SEC on December 7, 2020) 99.3 Amendment to Letter Agreement, dated July 14, 2021 by and among the Issuer and its officers, directors and Initial Stockholders (incorporated by reference to Exhibit 10.12 to the Form 8-K filed by the Issuer with the SEC on July 19, 2021) 99.4 Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 10.10 to the Form 8-K filed by the Issuer with the SEC on July 19, 2021) 99.5 Warrant Agreement (including Form of Warrant), dated July 21, 2025, between the Company, Computershare Inc., a Delaware corporation, and Computershare Trust Company, N.A., as Warrant Agent (incorporated by reference to Exhibit 4.1 to the Form 8-K filed by the Issuer with the SEC on July 21, 2025) | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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