KKR Phorm Investors L.P. - Jun 20, 2024 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 20, 2024
Transactions value $
-$124,501,037
Form type
4
Date filed
6/20/2024, 04:30 PM
Previous filing
Jul 25, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TGAN Common Stock Sale -$125M -24.4M -100% $5.10 0 Jun 20, 2024 See footnotes F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

KKR Phorm Investors L.P. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On June 20, 2024, Renesas Electronics America Inc. ("Renesas") acquired Transphorm, Inc. (the "Issuer") pursuant to that certain Agreement and Plan of Merger dated as of January 10, 2024 (the "Merger Agreement"), by and among the Issuer, Renesas, Travis Merger Sub, Inc. ("Merger Sub") and Renesas Electronics Corporation (solely for the purposes set forth in Section 9.17 of the Merger Agreement). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Renesas. At the effective time of the Merger, each issued and outstanding share of common stock, par value $0.0001 per share, of the Issuer (other than certain excluded shares) automatically converted into the right to receive $5.10 per share in cash, without interest.
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.