SEC FORM 5 SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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
OMB APPROVAL
OMB Number: 3235-0362
Estimated average burden
hours per response: 1.0
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Form 3 Holdings Reported.
X
Form 4 Transactions Reported.
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2024
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock 05/21/2024 G4 142,732 D $0 12,663,532 D(1)
Common Stock 05/21/2024 G4 5,091 A $0 189,982 I By trust for benefit of son
Common Stock 05/21/2024 G4 5,091 A $0 189,982 I By trust for benefit of son
Common Stock 05/21/2024 G4 5,091 A $0 189,981 I By trust for benefit of daughter
Common Stock 05/21/2024 G4 5,091 A $0 189,981 I By trust for benefit of daughter
Common Stock 05/21/2024 G4 1,413 A $0 52,317 I By spouse
Common Stock 05/21/2024 G4 115,342 A $0 182,793(2) I By revocable trust
Common Stock 05/21/2024 G4 5,613 A $0 531,283(2) I By family irrevocable trust
Common Stock 11/18/2024 G4 10,060 D $0 34,375 D(3)
Common Stock 11/18/2024 G 10,060 A $0 192,853 I By revocable trust
Common Stock 12/17/2024 G4 30,459 D $0 162,394 I By revocable trust
Common Stock 2,480,746(4) I By 2023 grantor retained annuity trust(1)
Common Stock 1,229,864(4) I By 2024 grantor retained annuity trust
Common Stock 3 D(1)(5)
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)
(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)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
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)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
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)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. 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.
2. In January 2024, 162,000 shares of common stock were transferred from the irrevocable trust to the family trust.
3. Shares owned directly by Mr. Unterseher.
4. In November 2024, 1,229,864 shares of Common Stock were transferred from the 2023 grantor retained annuity trust to the 2024 grantor retained annuity trust.
5. Oxbow directly holds the shares reported in Column 5.
/s/ Loren A. Unterseher 02/14/2025
** 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.