Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Transphorm, Inc.
|
(Name of Issuer)
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Common Stock, $0.0001 par value
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(Title of Class of Securities)
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89386L100
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(CUSIP Number)
|
Christopher Lee, Esq.
Kohlberg Kravis Roberts & Co. L.P.
30 Hudson Yards
New York, New York 10001
Telephone: (212) 750-8300
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
June 20, 2024
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(Date of Event Which Requires Filing of this Statement)
|
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because §240.13d-1(e), 240.13d-1(f) or 240.13d-1(g)
check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 89386L100
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13D
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1
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NAMES OF REPORTING PERSONS
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KKR Phorm Investors L.P.
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||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
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☐
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(b)
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☐
|
||||
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||||
3
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SEC USE ONLY
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||||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||
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||||
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
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SOLE VOTING POWER
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0
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||||
8
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SHARED VOTING POWER
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0
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||||
9
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SOLE DISPOSITIVE POWER
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0
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||||
10
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SHARED DISPOSITIVE POWER
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0
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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|||
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||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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2
CUSIP No. 89386L100
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13D
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1
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NAMES OF REPORTING PERSONS
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KKR Phorm Investors GP LLC
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||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
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☐
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(b)
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☐
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||||
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||||
3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||||
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
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SOLE VOTING POWER
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0
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||||
8
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SHARED VOTING POWER
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0
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||||
9
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SOLE DISPOSITIVE POWER
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0
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||||
10
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SHARED DISPOSITIVE POWER
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0
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|||
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||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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|||
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||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||
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||||
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||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0%
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|||
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||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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|||
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3
CUSIP No. 89386L100
|
13D
|
1
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NAMES OF REPORTING PERSONS
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KKR Group Partnership L.P.
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||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
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☐
|
||||
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||||
3
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SEC USE ONLY
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4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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|||
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||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
|
||
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||||
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
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0
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|||
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||||
8
|
SHARED VOTING POWER
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0
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|||
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||||
9
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SOLE DISPOSITIVE POWER
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0
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|||
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||||
10
|
SHARED DISPOSITIVE POWER
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0
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|||
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||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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||
0
|
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|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
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|
||||
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|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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||
0%
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|||
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||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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||
PN
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|||
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4
CUSIP No. 89386L100
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
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||
KKR Group Holdings Corp.
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|||
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||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
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|
||||
3
|
SEC USE ONLY
|
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||
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|||
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||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
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||
OO
|
|
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|||
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|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
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|
||||
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|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
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||
Delaware
|
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|||
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
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|
|||
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||||
8
|
SHARED VOTING POWER
|
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||
0
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|
|||
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||||
9
|
SOLE DISPOSITIVE POWER
|
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||
0
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|||
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|
||||
10
|
SHARED DISPOSITIVE POWER
|
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||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
0
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
0%
|
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|||
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|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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||
CO
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|||
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5
CUSIP No. 89386L100
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KKR Group Co. Inc.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
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||
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|||
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|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
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||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
|||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
0
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
0%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
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|
||
CO
|
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|
|||
|
|
6
CUSIP No. 89386L100
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KKR & Co. Inc.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
0
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
0%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
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|
||
CO
|
|
|
|||
|
|
7
CUSIP No. 89386L100
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KKR Management LLP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
0
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
0%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
8
CUSIP No. 89386L100
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Henry R. Kravis
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
0
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
0%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
9
CUSIP No. 89386L100
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
George R. Roberts
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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<
/tr>
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0
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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10
Explanatory Note
This Amendment No. 6 ("Amendment No. 6") to Schedule 13D relates to the shares of common stock, $0.0001 par value (the "Common Stock"), of Transphorm, Inc., a Delaware corporation (the "Issuer"),
and amends the initial statement on Schedule 13D filed by the Reporting Persons on March 13, 2020, as amended by Amendment No. 1 filed on July 21, 2020, as amended by Amendment No. 2 filed on November 8, 2021, as amended by Amendment No. 3 filed on
June 3, 2022, as amended by Amendment No. 4 filed on July 25, 2023, as amended by Amendment No. 5 filed on January 11, 2024 (as amended, the "Schedule 13D"). Except as specifically provided herein, this Amendment No. 6 does not modify any
of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 6 shall have the same meanings herein as are ascribed to such terms in the Schedule 13D.
Item 2. |
Identity and Background.
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<
/tr>
Item 2 of the Schedule 13D is hereby amended and supplemented to include the following:
Mr. Holmes serves as an executive officer of KKR Group Holdings Corp. and KKR Group Co. Inc.
Item 4. |
Purpose of Transaction
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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.
Item 5. |
Interest in Securities of the Issuer.
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Items 5(a) - (c) and (e) of the Schedule 13D is hereby amended and restated as follows:
(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.
11
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: June 20, 2024
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KKR PHORM INVESTORS L.P.
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By:
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KKR Phorm Investors GP LLC, its general partner
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By:
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/s/ Christopher Lee
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Name: Christopher Lee
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Title: Assistant Secretary
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KKR PHORM INVESTORS GP LLC
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By:
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/s/ Christopher Lee
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Name: Christopher Lee
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Title: Assistant Secretary
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KKR GROUP PARTNERSHIP L.P.
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By:
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KKR Group Holdings Corp., its general partner
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By:
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/s/ Christopher Lee
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Name: Christopher Lee
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Title: Secretary
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KKR GROUP HOLDINGS CORP.
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By:
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/s/ Christopher Lee
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Name: Christopher Lee
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Title: Secretary
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KKR GROUP CO. INC.
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By:
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/s/ Christopher Lee
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Name: Christopher Lee
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Title: Secretary
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KKR & CO. INC.
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By:
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/s/ Christopher Lee
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Name: Christopher Lee
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Title: Secretary
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KKR MANAGEMENT LLP
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By:
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/s/ Christopher Lee
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Name: Christopher Lee
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Title: Assistant Secretary
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HENRY R. KRAVIS
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By:
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/s/ Christopher Lee
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Name: Christopher Lee
|
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Title: Attorney-in-fact
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GEORGE R. ROBERTS
|
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By:
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/s/ Christopher Lee
|
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Name: Christopher Lee
|
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Title: Attorney-in-fact
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