| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | TGAN | Common Stock | Disposed to Issuer | -182K | -100% | 0 | Jun 20, 2024 | Direct | F1, F2, F3 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | TGAN | Stock Option (right to buy) | Disposed to Issuer | $0 | -62.2K | -100% | $0.00* | 0 | Jun 20, 2024 | Common Stock | 62.2K | $4.34 | Direct | F1, F4 |
| transaction | TGAN | Stock Option (right to buy) | Disposed to Issuer | $0 | -67.7K | -100% | $0.00* | 0 | Jun 20, 2024 | Common Stock | 67.7K | $4.34 | Direct | F1, F4 |
| transaction | TGAN | Stock Option (right to buy) | Disposed to Issuer | $0 | -33K | -100% | $0.00* | 0 | Jun 20, 2024 | Common Stock | 33K | $7.99 | Direct | F1, F5 |
| transaction | TGAN | Stock Option (right to buy) | Disposed to Issuer | $0 | -70.4K | -100% | $0.00* | 0 | Jun 20, 2024 | Common Stock | 70.4K | $2.80 | Direct | F1, F4 |
Cameron McAulay is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated January 10, 2024, by and among Transphorm, Inc. (the "Issuer"), Renesas Electronics America Inc. ("Parent"), Travis Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), and Renesas Electronics Corporation, Merger Sub merged with and into the Issuer (the "Merger"), with Issuer surviving the Merger and becoming a wholly owned subsidiary of Parent. |
| F2 | At the effective time of the Merger, outstanding shares were automatically converted solely into the right to receive an amount in cash, without interest, equal to $5.10 per share (the "Per Share Price"), subject to the terms and conditions of the Merger Agreement. |
| F3 | Certain of these securities are represented by Restricted Stock Units ("RSUs"). Vested RSUs (taking into account any applicable vesting acceleration in connection with the Merger) were cancelled and converted into the right to receive an amount in cash equal to, for each share of Common Stock subject to such vested RSUs, the Per Share Price. |
| F4 | At the effective time of the Merger, the vested portion of this stock option was cancelled and converted solely into the right to receive an amount in cash, without interest, equal to (i) the total number of shares of common stock subject to such vested option multiplied by (ii) the excess of the Per Share Price over the exercise price per share of such vested option, subject to the terms and conditions of the Merger Agreement. |
| F5 | At the effective time of the Merger, this stock option had an exercise price per share that was greater than the Per Share Price and, pursuant to the terms of the Merger Agreement, was cancelled for no consideration or payment. |