UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
ENOVIX CORPORATION
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
293594107
(CUSIP Number)
July 14, 2021
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required in 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).
CUSIP No. 293594107
13G
| 1. | NAMES OF REPORTING PERSONS
Eclipse GP III, LLC | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
17,583,258 (1) | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
17,583,258 (1) | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,583,258 (1) | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.1% (2) | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
OO | |||||
| (1) | All such shares are held of record by Eclipse III (as defined in Item 2(a) below). Eclipse GP III (as defined in Item 2(a) below) is the general partner of Eclipse III and may be deemed to have voting, investment and dispositive power with respect to these securities. Mr. Susan (as defined in Item 2(a) below) is the sole managing member of Eclipse GP III and may be deemed to have voting, investment and dispositive power with respect to these securities. |
| (2) | Based on 145,245,643 shares of Common Stock outstanding as of July 14, 2021, as reported by the Issuer in its Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 19, 2021 (the “Form 8-K”). |
CUSIP No. 293594107
13G
| 1. | NAMES OF REPORTING PERSONS
Eclipse Fund III, L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
17,583,258 (1) | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
17,583,258 (1) | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,583,258 (1) | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.1% (2) | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| (1) | All such shares are held of record by Eclipse III. Eclipse GP III is the general partner of Eclipse III and may be deemed to have voting, investment and dispositive power with respect to these securities. Mr. Susan is the sole managing member of Eclipse GP III and may be deemed to have voting, investment and dispositive power with respect to these securities. |
| (2) | Based on 145,245,643 shares of Common Stock outstanding as of July 14, 2021, as reported by the Issuer in its Form 8-K. |
CUSIP No. 293594107
13G
| 1. | NAMES OF REPORTING PERSONS
Lior Susan | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
17,583,258 (1) | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
17,583,258 (1) | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,583,258 (1) | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.1% (2) | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
IN | |||||
| (1) | All such shares are held of record by Eclipse III. Eclipse GP III is the general partner of Eclipse III and may be deemed to have voting, investment and dispositive power with respect to these securities. Mr. Susan is the sole managing member of Eclipse GP III and may be deemed to have voting, investment and dispositive power with respect to these securities. |
| (2) | Based on 145,245,643 shares of Common Stock outstanding as of July 14, 2021, as reported by the Issuer in its Form 8-K. |
CUSIP No. 293594107
13G
| Item 1(a). | Name of Issuer: |
Enovix Corporation (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
3501 W. Warren Avenue
Fremont, CA, 94538
| Item 2(a). | Name of Person Filing: |
This joint statement on Schedule 13G is being filed by Eclipse Fund III, L.P. (“Eclipse III”), Eclipse GP III, LLC (“Eclipse GP III” and together with Eclipse III, the “Reporting Entities”) and Lior Susan (“Mr. Susan”). The Reporting Entities and Mr. Susan collectively are referred to as the “Reporting Persons”.
| Item 2(b) | Address of Principal Business Office, or if None, Residence: |
The address of the principal business office of each Reporting Person is 514 High Street, Suite 4, Palo Alto, California 94301.
| Item 2(c). | Citizenship: |
Eclipse GP III is a limited liability company organized under the laws of the State of Delaware. Eclipse III is a limited partnership organized under the laws of the State of Delaware. Mr. Susan is a citizen of the United States of America.
| Item 2(d). | Title of Class of Securities: |
Common Stock, $0.001 par value per share (“Common Stock”).
| Item 2(e). | CUSIP Number: |
293594107
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| Item 4. | Ownership. |
(a) Amount beneficially owned:
See Row 9 of the cover page for each Reporting Person. Eclipse III is the record owner of 17,583,258 shares of Common Stock (the “Eclipse III Shares”). As the general partner of Eclipse III, Eclipse GP III may be deemed to beneficially own the Eclipse III Shares. As the managing member of Eclipse GP III, Mr. Susan also may be deemed to beneficially own the Eclipse III Shares.
(b) Percent of class:
See Row 11 of the cover page for each Reporting Person and the corresponding footnotes.*
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
See Row 5 of the cover page for each Reporting Person and the corresponding footnotes.*
(ii) Shared power to vote or to direct the vote
See Row 6 of the cover page for each Reporting Person and the corresponding footnotes.*
(iii) Sole power to dispose or to direct the disposition of
See Row 7 of the cover page for each Reporting Person and the corresponding footnotes.*
(iv) Shared power to dispose or to direct the disposition of
See Row 8 of the cover page for each Reporting Person and the corresponding footnotes.*
| * | Except to the extent of his, her or its pecuniary interest therein, each Reporting Person disclaims beneficial ownership of such shares of Common Stock, except for the shares, if any, such Reporting Person holds of record. |
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person. |
Under certain circumstances set forth in the limited partnership agreement of Eclipse III and the limited liability company agreement of Eclipse GP III, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of securities of the Issuer owned by each such entity of which they are a partner or member, as the case may be.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of the Group. |
Not applicable.
| Item 10. | Certifications. |
Not Applicable
Material to be Filed as Exhibits.
Exhibit 1 – Joint Filing Agreement.
CUSIP No. 293594107
13G
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: July 26, 2021
| ECLIPSE FUND III, L.P. | ||
| By: | Eclipse GP III, LLC | |
| Its: | General Partner | |
| By: | /s/ Lior Susan | |
| Lior Susan | ||
| Its: | Managing Member | |
| ECLIPSE GP III, LLC | ||
| By: | /s/ Lior Susan | |
| Lior Susan | ||
| Its: | Managing Member | |
/s/ Lior Susan | ||
| Lior Susan | ||
