Sec Form 13D Filing - Rodgers Thurman J filing for Enovix Corp (ENVX) - 2021-09-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

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

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 8, 2021

(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.  ☒

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

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, as amended (“Exchange 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).

CUSIP No. 293594107

CUSIP No. 293594107

CUSIP No. 293594107

CUSIP No. 293594107

Item 1. Security and Issuer

Item 2. Identity and Background

Item 3.

The Reporting Persons acquired an aggregate of 22,876,552 (the “Merger Shares”) pursuant to the Agreement and Plan of Merger (the “Business Combination Agreement”) dated as of February 22, 2021, by and among Rodgers Silicon Valley Acquisition Corp., a Delaware corporation (“RSVAC”), RSVAC Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of RSVAC (“Merger Sub”), and Enovix Corporation, a Delaware corporation (“Legacy Enovix”). Pursuant to the terms of the Business Combination Agreement, Merger Sub merged with and into Legacy Enovix, with Legacy Enovix surviving the merger as a wholly owned subsidiary of RSVAC (the “Merger” and, collectively with the other transactions described in the Business Combination Agreement, the “Business Combination”). Following the consummation of the Merger on July 14, 2021 (the “Closing Date”), Legacy Enovix changed its name to Enovix Operations, Inc. and RSVAC changed its name from Rodgers Silicon Valley Acquisition Corp. to Enovix Corporation (the “Company”).

The Merger Shares are held as follows:

The Merger Shares were issued to their respective holders on the Closing Date, upon the consummation of the Business Combination in respect of the respective holder’s existing shares of RSVAC and Legacy Enovix.

CUSIP No. 293594107

On September 8, 2021, the LLC effected an in-kind distribution to certain of its members, including the Trust, after which the shares were held as follows:

Item 4.

The Reporting Persons acquired, and holds, the shares of Common Stock reported herein for investment purposes. The Reporting Persons may acquire additional securities of the Issuer, depending on market indicators and the business performance of the Issuer, but does not currently plan to purchase a number of shares that would result in a substantial change in the beneficial ownership of the Reporting Persons or his/its ability to influence control of the Issuer.

Other than as described above, and except that the Reporting Persons may, from time to time or at any time, subject to market conditions and other factors, purchase additional shares of Common Stock in the open market, in privately negotiated transactions or otherwise, or sell at any time all or a portion of the shares of Common Stock now owned or hereafter acquired by him to one or more purchasers or pursuant to a trading plan adopted pursuant to Rule 10b5-1 of the Exchange Act as of the date of this Schedule 13D, the Reporting Persons do not have any present plans which relate to or would result in:

Item 5. Interest in Securities of the Issuer

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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Lock-up Agreement

In connection with the Business Combination, the Company and certain stockholders, officers and directors of Legacy Enovix, including the LLC and the Trust, entered into lock-up agreements (each, a “Lock-Up Agreement”). Under the Lock-Up Agreement entered into by the Trust with respect to the Merger Shares, each party to the agreement agreed that it will not, without the prior written consent of the Company, with respect to (i) 50% of the Issuer’s Common Stock or any securities convertible into or exercisable or exchangeable for the Issuer’s Common Stock or issued or issuable to such party pursuant to the Business Combination Agreement (collectively, the “Lock-Up Shares”), during the period commencing on July 14, 2021(the “Closing Date”) and ending on the First Release Date (as defined below) and (ii) the remaining 50% of Lock-Up Shares during the period commencing on the Closing Date and ending on the Second Release Date (as defined below), (i) offer, sell, contract to sell, pledge, or otherwise dispose of, directly or indirectly, Lock-Up Shares, or enter into any transaction that would have the same effect, (ii) enter into any swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Shares or (iii) publicly announce the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (as defined therein) with respect to any security of RSVAC. The “First Release Date” shall mean the earlier of the date that is: (A) six months after the Closing Date; and (B) the date on which the last reported closing price of shares of Issuer’s common stock on the Nasdaq (or such other exchange on which shares of Issuer’s common stock are then listed) equals or exceeds $14.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days during any 30 trading day period commencing at least 150 days after the Closing Date (such date, the “Minimum Price Date”). The “Second Release Date” shall mean the earlier of the date that is: (A) twelve months after the Closing Date; and (B) the Minimum Price Date. Notwithstanding the foregoing, if, at any time before the Second Release Date there is a Change of Control (as defined therein) of Issuer, all of the shares shall be released from the restrictions set forth therein.

Under the Lock-Up Agreement entered into by the LLC and the Trust, the Founder Shares (as defined in the agreement) and any shares of common stock issued upon conversion or exercise thereof are not transferable or salable until the earlier of (A) one year after the completion of the Business Combination or (B) subsequent the Business Combination, (x) if the last reported sale price of Issuer’s common stock equals or exceeds $14.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of Issuer’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

The foregoing description of the Lock-Up Agreements are qualified in its entirety by the full text of the forms of Lock-Up Agreements, copies of which are attached hereto as exhibits and incorporated herein by reference.

CUSIP No. 293594107

Registration Rights Agreement

On July 14, 2021, that certain Registration Rights Agreement, dated December 1, 2020, was amended and restated, and certain persons and entities receiving shares of common stock pursuant to the Merger Agreement and certain persons and entities holding securities of RSVAC prior to the Closing entered into the Amended and Restated Registration Rights Agreement (the “A&R Registration Rights Agreement”) pursuant to which the Issuer will agree to register for resale, pursuant to Rule 415 under the Securities Act of 1933, as amended, certain shares of the Issuer’s common stock and other equity securities of the Issuer that are held by the parties thereto from time to time.

The foregoing description of the A&R Registration Rights Agreement is qualified in its entirety by reference to the full text of the form of A&R Registration Rights Agreeme nt, a copy of which is attached hereto as an exhibit and incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

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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.

Dated: September 10, 2021

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact

constitute Federal criminal violations (See 18 U.S.C. 1001)