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 | Insider Title | 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
| 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
| 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 | Exercise Date | 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.
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