Loren A Unterseher Form 4 SkyWater Technology / Loren A Unterseher ownership change

SEC Form 4

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)

4450 EXCELSIOR BLVD

SUITE 440

(Street)

MINNEAPOLIS MN 55416

(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)
12/26/2023

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	12/26/2023		J(1)		550,000	D	$0	13,897,282	D	(2)
Common Stock	12/26/2023		J(1)	V	544,500	A	$0	544,503	D	(3)
Common Stock	12/26/2023		J(1)	V	5,500	A	$0	5,500	I	By revocable trust
Common Stock	12/26/2023		J(4)		544,500	D	$0	3	D	(3)
Common Stock	12/26/2023		J(4)	V	438,951	A	$0	444,451	I	By revocable trust
Common Stock	12/26/2023		J(4)	V	21,629	A	$0	203,670	I	By family irrevocable trust
Common Stock	12/26/2023		J(4)	V	19,619	A	$0	184,891	I	By trust for benefit of son
Common Stock	12/26/2023		J(4)	V	19,619	A	$0	184,891	I	By trust for benefit of son
Common Stock	12/26/2023		J(4)	V	19,619	A	$0	184,890	I	By trust for benefit of daughter
Common Stock	12/26/2023		J(4)	V	19,619	A	$0	184,890	I	By trust for benefit of daughter
Common Stock	12/26/2023		J(4)	V	5,445	A	$0	50,904	I	By spouse
Common Stock	12/26/2023		G		55,000	D	$0	389,451	I	By revocable trust
Common Stock	12/27/2023		G(5)		160,000	D	$0	229,451	I	By revocable trust
Common Stock	12/27/2023		G(5)	V	160,000	A	$0	363,670	I	By family irrevocable trust
Common Stock								32,150	D	(6)
Common Stock								3,710,610	I	By 2023 grantor retained annuity trust

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

1. Name and Address of Reporting Person^*

Unterseher Loren A

(Last) (First) (Middle)

4450 EXCELSIOR BLVD

SUITE 440

(Street)

MINNEAPOLIS MN 55416

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CMI Oxbow Partners, LLC

(Last) (First) (Middle)

4450 EXCELSIOR BOULEVARD

SUITE 440

(Street)

MINNEAPOLIS MN 55416

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Oxbow Industries, LLC

(Last) (First) (Middle)

4450 EXCELSIOR BOULEVARD

SUITE 440

(Street)

MINNEAPOLIS MN 55416

(City) (State) (Zip)

Explanation of Responses:

1. Pro rata distribution from CMI Oxbow Partners, LLC ("CMI") to its members for no consideration.

2. 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.

3. Oxbow directly holds the shares reported in Column 5.

4. On December 26, 2023, Oxbow distributed all 544,500 shares previously received by pro rata distribution from CMI to its members for no consideration.

5. Gift of shares from revocable trust to family irrevocable trust.

6. Shares owned directly by Mr. Unterseher.

	/s/ Loren A. Unterseher	12/28/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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