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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| KKR Phorm Investors L.P. 30 HUDSON YARDS NEW YORK, NY 10001 |
X | |||
| KKR Phorm Investors GP LLC 30 HUDSON YARDS NEW YORK, NY 10001 |
X | |||
| KKR Group Partnership L.P. 30 HUDSON YARDS NEW YORK, NY 10001 |
X | |||
| KKR Group Holdings Corp. 30 HUDSON YARDS NEW YORK, NY 10001 |
X | |||
| KKR Group Co. Inc. 30 HUDSON YARDS NEW YORK, NY 10001 |
X | |||
| KKR & Co. Inc. 30 HUDSON YARDS NEW YORK, NY 10001 |
X | |||
| KKR Management LLP 30 HUDSON YARDS NEW YORK, NY 10001 |
X | |||
| KRAVIS HENRY R 30 HUDSON YARDS NEW YORK, NY 10001 |
X | |||
| ROBERTS GEORGE R 2800 SAND HILL ROAD, SUITE 200 MENLO PARK, CA 94025 |
X | |||
| KKR PHORM INVESTORS L.P. By: KKR Phorm Investors GP LLC, its general partner By: /s/ Christopher Lee Name: Christopher Lee Title: Assistant Secretary | 06/20/2024 | |
| **Signature of Reporting Person | Date | |
| KKR PHORM INVESTORS GP LLC By: /s/ Christopher Lee Name: Christopher Lee Title: Assistant Secretary | 06/20/2024 | |
| **Signature of Reporting Person | Date | |
| KKR GROUP PARTNERSHIP L.P. By: KKR Group Holdings Corp., its general partner By: /s/ Christopher Lee Name: Christopher Lee Title: Secretary | 06/20/2024 | |
| **Signature of Reporting Person | Date | |
| KKR GROUP HOLDINGS CORP. By: /s/ Christopher Lee Name: Christopher Lee Title: Secretary | 06/20/2024 | |
| **Signature of Reporting Person | Date | |
| KKR GROUP CO. INC. By: /s/ Christopher Lee Name: Christopher Lee Title: Secretary | 06/20/2024 | |
| **Signature of Reporting Person | Date | |
| KKR & CO. INC. By: /s/ Christopher Lee Name: Christopher Lee Title: Secretary | 06/20/2024 | |
| **Signature of Reporting Person | Date | |
| KKR MANAGEMENT LLP By: /s/ Christopher Lee Name: Christopher Lee Title: Assistant Secretary | 06/20/2024 | |
| **Signature of Reporting Person | Date | |
| HENRY R. KRAVIS By: /s/ Christopher Lee Name: Christopher Lee Title: Attorney-in-fact | 06/20/2024 | |
| **Signature of Reporting Person | Date | |
| GEORGE R. ROBERTS By: /s/ Christopher Lee Name: Christopher Lee Title: Attorney-in-fact | 06/20/2024 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | 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. |
| (2) | 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. |
| (3) | 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. |