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Form 4 SkyWater Technology, For: Nov 09 Filed by: Unterseher Loren A

December 9, 2022 8:03 PM EST

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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).
1. Name and Address of Reporting Person *
Unterseher Loren A

(Last) (First) (Middle)
2401 EAST 86TH STREET

(Street)
BLOOMINGTON MN 55425

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SkyWater Technology, Inc [ SKYT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/09/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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 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 11/09/2022   G V 366 A $ 0 366 I By revocable trust
Common Stock 11/10/2022   G V 1,468 A $ 0 1,468 I By family irrevocable trust
Common Stock 11/10/2022   G V 5,910 A $ 0 5,910 I By grantor retained annuity trust (1)
Common Stock 11/10/2022   G V 370 A $ 0 370 I By spouse
Common Stock 11/10/2022   G V 28,848 A $ 0 29,214 I By revocable trust
Common Stock 11/11/2022   G V 29,214 D $ 0 0 I By revocable trust
Common Stock 12/07/2022   S   8,000 D $ 9.2926 (2) 21,914,992 (3) (4) D   (3)
Common Stock 12/08/2022   S   37,500 D $ 9.2791 (5) 21,877,492 D   (3)
Common Stock 12/09/2022   S   36,500 D $ 9.2961 (6) 21,840,992 D   (3)
Common Stock               22,090 (7) D  
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Contribution of 5,910 shares previously held by Oxbow Industries, LLC to a grantor retained annuity trust for the benefit of Mr. Unterseher's children.
2. Reflects the weighted average price of 8,000 shares of common stock of SkyWater Technology, Inc. sold in multiple transactions on December 7, 2022 with sale prices ranging from $9.25 to $9.31 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
3. 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.
4. On November 10, 2022, Oxbow Industries, LLC distributed 37,332 shares to its members on a pro rata basis for no consideration.
5. Reflects the weighted average price of 37,500 shares of common stock of SkyWater Technology, Inc. sold in multiple transactions on December 8, 2022 with sale prices ranging from $9.25 to $9.34 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
6. Reflects the weighted average price of 36,500 shares of common stock of SkyWater Technology, Inc. sold in multiple transactions on December 9, 2022 with sale prices ranging from $9.25 to $9.49 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
7. Shares owned directly by Mr. Unterseher.
/s/ Loren A. Unterseher 12/09/2022
** 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.


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