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