Amendment: SEC Form SC 13D/A filed by Transphorm Inc.

Item 4 of the Schedule 13D is amended and supplemented as follows:

 

On June 20, 2024, (the "Closing Date"), Renesas Electronics America Inc. ("Renesas") acquired the Issuer pursuant to the previously disclosed 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).

 

On the Closing Date, among other things, (a) Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Renesas, (b) each issued and outstanding share of Common Stock of the Issuer (other than certain excluded shares) automatically converted into the right to receive $5.10 per share in cash, without interest (the "Merger Consideration"), and (c) any warrant with an exercise price per share of Issuer Common Stock that was greater than or equal to the Merger Consideration was cancelled for no consideration or payment. Consequently, the 24,411,968 shares of Common Stock directly held by KKR Phorm Investors L.P. at the time of the Merger were converted into the right to receive the Merger Consideration and the warrants to purchase up to 312,500 shares of Common Stock directly held by KKR Phorm Investors L.P. were cancelled for no consideration or payment. As of the Closing Date the Reporting Persons no longer beneficially own any shares of Common Stock.

(a) – (b) The response of the Reporting Persons to rows 7 through 13 on the cover page of this Schedule 13D are incorporated by reference herein.

As of the date hereof and after giving effect to the Merger described in Item 4 above, none of the Reporting Persons beneficially owns any shares of Common Stock of the Issuer, and none of the Reporting Persons has or shares the power to vote or to direct the vote, or the power to dispose or direct the disposition of, any shares of Common Stock of the Issuer.

 

(c) Except as set forth in the Schedule 13D, none of the Reporting Persons, or, to the best knowledge of the Reporting Persons, any other individual named in Item 2 has engaged in any transaction in any shares of Common Stock during the 60 calendar days preceding the date of this filing.

 

(e) On June 20, 2024, the Reporting Persons ceased to be the beneficial owners of 5% or more of the outstanding shares of Common Stock of the Issuer. Accordingly, this statement on Schedule 13D is hereby terminated, and this Amendment No. 6 constitutes the final amendment hereto.