KKR Phorm Investors L.P. - Jun 1, 2022 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/ Christopher Lee Name: Christopher Lee Title: Assistant Secretary
Stock symbol: TGAN
Transactions as of: Jun 1, 2022
Transactions value $: $2,500,000
Form type: 4
Date filed: 6/3/2022, 04:31 PM
Previous filing: Nov 8, 2021
Next filing: Jul 25, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TGAN	Common Stock	Exercise of in-the-money or at-the-money derivative security	$2.5M	+500K	+2.25%	$5.00	22.7M	Jun 1, 2022	See footnotes	F1, F2, F3

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	Contractual Right to Purchase	Exercise of in-the-money or at-the-money derivative security	$0	-500K	-100%	$0.00^*	0	Jun 1, 2022	Common Stock	500K	$5.00	See footnotes	F1, F2, F3
transaction	TGAN	Contractual Right to Purchase Warrant (Right to Buy)	Exercise of in-the-money or at-the-money derivative security	$0	-104K	-100%	$0.00^*	0	Jun 1, 2022	Common Stock	104K		See footnotes	F1, F2, F3
transaction	TGAN	Warrant (Right to Buy)	Exercise of in-the-money or at-the-money derivative security		+104K	+50%		313K	Jun 1, 2022	Common Stock	104K	$6.00	See footnotes	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Pursuant to rights granted under a securities purchase agreement, KKR Phorm Investors L.P. exercised its right to purchase 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 purchase price of $2,500,000 (the "Second Closing Securities").
F2	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 Group Co. Inc. is the sole shareholder of KKR Group Holdings Corp., KKR & Co. Inc. is the sole shareholder of KKR Group Co. Inc., 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.
F3	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.