KKR Phorm Investors L.P. - Nov 5, 2021 Form 4 Insider Report for Transphorm, Inc. (TGAN)

Role
10%+ Owner
Signature
KKR PHORM INVESTORS L.P. By: KKR Phorm Investors GP LLC, its general partner By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Vice President, Finance
Stock symbol
TGAN
Transactions as of
Nov 5, 2021
Transactions value $
$5,000,000
Form type
4
Date filed
11/8/2021, 05:17 AM
Next filing
Jun 3, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TGAN Common Stock Purchase $5M +1M +4.72% $5.00 22.2M Nov 5, 2021 See footnotes F1, F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction TGAN Warrant (Right to Buy) Purchase +208K 208K Nov 5, 2021 Common Stock 208K $6.00 See footnotes F1, F3, F4
transaction TGAN Contractual Right to Purchase Purchase +500K 500K Nov 5, 2021 Common Stock 500K $5.00 See footnotes F1, F2, F3, F4
transaction TGAN Contractual Right to Purchase Warrant (Right to Buy) Purchase +104K 104K Nov 5, 2021 Common Stock 104K See footnotes F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On November 5, 2021, KKR Phorm Investors L.P. entered into a securities purchase agreement (the "Agreement") with Transphorm, Inc. (the "Issuer") pursuant to which it (i) purchased 1,000,000 shares of Common Stock of the Issuer, and received a warrant to purchase 208,333 shares of Common Stock at an exercise price of $6.00 per share, for an aggregate purchase price of $5,000,000 (the "First Closing Securities"), and (ii) was granted the right to purchase an additional 500,000 shares of Common Stock and receive an additional warrant to purchase 104,167 shares of Common Stock at an exercise price of $6.00 per share, for an aggregate additional purchase price of $2,500,000 (the "Second Closing Securities").
F2 The right to purchase the Second Closing Securities will expire on the earlier of (i) November 5, 2024, (ii) a Change in Control (as defined in the Securities Purchase Agreement), or (iii) the 90th day following the later of (A) the date on which a registration statement registering the resale of the shares of Common Stock purchased as part of the First Closing Securities is declared effective by the Securities and Exchange Commission, or (B) the date on which the Common Stock is first listed on Nasdaq.
F3 The securities reported herein are held by KKR Phorm Investors L.P. KKR Phorm Investors GP LLC is the general partner of KKR Phorm Investors L.P., KKR Group Partnership L.P. is the sole member of KKR Phorm Investors GP LLC, KKR Group Holdings Corp. is the general partner of KKR Group Partnership L.P., KKR & Co. Inc. is the sole shareholder of KKR Group Holdings Corp., KKR Management LLP is the Series I preferred stockholder of KKR & Co. Inc., and Messrs. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP.
F4 Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.