Michael Julian Humphreys - 20 Jun 2024 Form 4 Insider Report for Transphorm, Inc.

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
20 Jun 2024, 16:05:15 UTC
Prior SEC filing
23 Apr 2024
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Cameron McAulay, Attorney-in-Fact

Key filing fact

Michael Julian Humphreys filed Form 4 for Transphorm, Inc. on 20 Jun 2024.

Key facts

  • This page summarizes Michael Julian Humphreys's Form 4 filing for Transphorm, Inc..
  • 2 reported transactions and 1 derivative row are listed below.
  • Accepted by SEC: 20 Jun 2024, 16:05.

Change

  • Previous filing in this sequence was filed on 23 Apr 2024.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

TGAN transaction

Common Stock

Disposed to Issuer

Transaction value
Shares
-91,037
Change %
-100%
Price
Shares after
0
Date
20 Jun 2024
Ownership
Direct
Footnotes
F1, F2, F3

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

TGAN transaction Derivative

Stock Option (right to buy)

Disposed to Issuer

Transaction value
$0
Shares
-55,000
Change %
-100%
Price
$0.000000*
Shares after
0
Date
20 Jun 2024
Ownership
Direct
Underlying class
Common Stock
Underlying amount
55,000
Exercise price
$6.50
Footnotes
F1, F4
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Michael Julian Humphreys is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote 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.

Footnote 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.

Footnote 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.

Footnote F4

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.

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