SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Mishra Umesh (Last) (First) (Middle) C/O TRANSPHORM, INC. 75 CASTILIAN DRIVE (Street) GOLETA CA 93117 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Transphorm, Inc. [ TGAN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Chief Technology Officer
	3. Date of Earliest Transaction (Month/Day/Year) 06/20/2024
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/20/2024		D(1)		359,720	D	(2)(3)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$4.34	06/20/2024		D(1)			127,238	(4)	11/29/2026	Common Stock	127,238	$0	0	D
Stock Option (right to buy)	$4.34	06/20/2024		D(1)			272,298	(4)	11/29/2026	Common Stock	272,298	$0	0	D
Stock Option (right to buy)	$3.14	06/20/2024		D(1)			6,870	(4)	06/05/2029	Common Stock	6,870	$0	0	D
Stock Option (right to buy)	$7.99	06/20/2024		D(1)			21,000	(5)	12/15/2031	Common Stock	21,000	$0	0	D
Stock Option (right to buy)	$5.24	06/20/2024		D(1)			1,563	(5)	08/29/2032	Common Stock	1,563	$0	0	D
Stock Option (right to buy)	$4.77	06/20/2024		D(1)			4,655	(4)	12/09/2032	Common Stock	4,655	$0	0	D
Stock Option (right to buy)	$2.8	06/20/2024		D(1)			115,200	(4)	08/30/2033	Common Stock	115,200	$0	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated January 10, 2024, by and among Transphorm, Inc. (the "Issuer"), Renesas Electronics America Inc. ("Parent"), Travis Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), and Renesas Electronics Corporation, Merger Sub merged with and into the Issuer (the "Merger"), with Issuer surviving the Merger and becoming a wholly owned subsidiary of Parent.

2. At the effective time of the Merger, outstanding shares were automatically converted solely into the right to receive an amount in cash, without interest, equal to $5.10 per share (the "Per Share Price"), subject to the terms and conditions of the Merger Agreement.

3. Certain of these securities are represented by Restricted Stock Units ("RSUs"). Vested RSUs (taking into account any applicable vesting acceleration in connection with the Merger) were cancelled and converted into the right to receive an amount in cash equal to, for each share of Common Stock subject to such vested RSUs, the Per Share Price.

4. At the effective time of the Merger, the vested portion of this stock option was cancelled and converted solely into the right to receive an amount in cash, without interest, equal to (i) the total number of shares of common stock subject to such vested option multiplied by (ii) the excess of the Per Share Price over the exercise price per share of such vested option, subject to the terms and conditions of the Merger Agreement.

5. At the effective time of the Merger, this stock option had an exercise price per share that was greater than the Per Share Price and, pursuant to the terms of the Merger Agreement, was cancelled for no consideration or payment.

	/s/ Cameron McAulay, Attorney-in-Fact	06/20/2024
	** Signature of Reporting Person	Date
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