0001415889-24-017604.txt : 20240620
0001415889-24-017604.hdr.sgml : 20240620
20240620160510
ACCESSION NUMBER: 0001415889-24-017604
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240620
FILED AS OF DATE: 20240620
DATE AS OF CHANGE: 20240620
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MCFARLAND KATHARINA G.
CENTRAL INDEX KEY: 0001711062
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41295
FILM NUMBER: 241056180
MAIL ADDRESS:
STREET 1: 4803 STONECROFT BOULEVARD
CITY: CHANTILLY
STATE: VA
ZIP: 20151
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Transphorm, Inc.
CENTRAL INDEX KEY: 0001715768
STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674]
ORGANIZATION NAME: 04 Manufacturing
IRS NUMBER: 821858829
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0331
BUSINESS ADDRESS:
STREET 1: 75 CASTILIAN DRIVE
CITY: GOLETA
STATE: CA
ZIP: 93117
BUSINESS PHONE: 805-456-1300
MAIL ADDRESS:
STREET 1: 75 CASTILIAN DRIVE
CITY: GOLETA
STATE: CA
ZIP: 93117
FORMER COMPANY:
FORMER CONFORMED NAME: Peninsula Acquisition Corp
DATE OF NAME CHANGE: 20170829
4
1
form4-06202024_040606.xml
X0508
4
2024-06-20
1
0001715768
Transphorm, Inc.
TGAN
0001711062
MCFARLAND KATHARINA G.
C/O TRANSPHORM, INC.
75 CASTILIAN DRIVE
GOLETA
CA
93117
true
false
false
false
0
Common Stock
2024-06-20
4
D
0
81323
D
0
D
Stock Option (right to buy)
6.50
2024-06-20
4
D
0
55000
0
D
2031-02-23
Common Stock
55000
0
D
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.
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.
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.
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
2024-06-20