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Filing Details

Accession Number:: 0001140361-24-030747
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-06-20 16:30:24
Reporting Period:: 2024-06-20

Accepted Time:: 2024-06-20 16:30:24
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1715768	Transphorm Inc.	TGAN	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1081714	R Henry Kravis	30 Hudson Yards New York NY 10001	No	No	No	No
1081715	R George Roberts	2800 Sand Hill Road, Suite 200 Menlo Park CA 94025	No	No	No	No
1404912	Kkr & Co. Inc.	30 Hudson Yards New York NY 10001	No	No	No	No
1472694	Llp Management Kkr	30 Hudson Yards New York NY 10001	No	No	No	No
1472698	L.p. Partnership Group Kkr	30 Hudson Yards New York NY 10001	No	No	No	No
1743754	Kkr Group Holdings Corp.	30 Hudson Yards New York NY 10001	No	No	No	No
1806548	L.p. Investors Phorm Kkr	30 Hudson Yards New York NY 10001	No	No	No	No
1806572	Kkr Phorm Investors Gp Llc	30 Hudson Yards New York NY 10001	No	No	No	No
1932162	Kkr Group Co. Inc.	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	Disposition	2024-06-20	24,411,968	$5.10	0	No	4	S	Indirect	See footnotes

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

Footnotes

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.
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.
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.