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Filing Details

Accession Number:: 0001140361-21-036906
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-11-08 06:17:23
Reporting Period:: 2021-11-05

Accepted Time:: 2021-11-08 06:17:23
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1715768	Transphorm Inc.	NONE	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1081714	R Henry Kravis	C/O Kohlberg Kravis Roberts &Amp; Co. L.p. 30 Hudson Yards New York NY 10001	No	No	No	No
1081715	R George Roberts	C/O Kohlberg Kravis Roberts &Amp; Co. L.p. 2800 Sand Hill Road, Suite 200 Menlo Park CA 94025	No	No	No	No
1404912	Kkr & Co. Inc.	C/O Kohlberg Kravis Roberts &Amp; Co. L.p. 30 Hudson Yards New York NY 10001	No	No	No	No
1472694	Llp Management Kkr	C/O Kohlberg Kravis Roberts &Amp; Co. L.p. 30 Hudson Yards New York NY 10001	No	No	No	No
1472698	L.p. Partnership Group Kkr	C/O Kohlberg Kravis Roberts &Amp; Co. L.p. 30 Hudson Yards New York NY 10001	No	No	No	No
1743754	Kkr Group Holdings Corp.	C/O Kohlberg Kravis Roberts &Amp; Co. L.p. 30 Hudson Yards New York NY 10001	No	No	No	No
1806548	L.p. Investors Phorm Kkr	C/O Kohlberg Kravis Roberts &Amp; Co. L.p. 30 Hudson Yards New York NY 10001	No	No	No	No
1806572	Kkr Phorm Investors Gp Llc	C/O Kohlberg Kravis Roberts &Amp; Co. L.p. 30 Hudson Yards New York NY 10001	No	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2021-11-05	1,000,000	$5.00	22,175,980	No	4	P	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Warrant (Right to Buy)	Acquisiton	2021-11-05	208,333	$0.00	208,333	$6.00
Common Stock	Contractual Right to Purchase	Acquisiton	2021-11-05	500,000	$0.00	500,000	$5.00
Common Stock	Contractual Right to Purchase Warrant (Right to Buy)	Acquisiton	2021-11-05	104,167	$0.00	104,167	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
208,333	2024-11-05	No	4	P	Indirect
500,000	2024-11-05	No	4	P	Indirect
104,167	2024-11-05	No	4	P	Indirect

Footnotes

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").
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.
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.
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.