Cameron McAulay - 20 Jun 2024 Form 4 Insider Report for Transphorm, Inc. (TGAN)

Role
Chief Financial Officer
Signature
/s/ Cameron McAulay
Issuer symbol
TGAN
Transactions as of
20 Jun 2024
Transactions value $
$0
Form type
4
Filing time
20 Jun 2024, 16:05:17 UTC
Previous filing
03 Jan 2024
Next filing
18 Jul 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TGAN Common Stock Disposed to Issuer -182K -100% 0 20 Jun 2024 Direct F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction TGAN Stock Option (right to buy) Disposed to Issuer $0 -62.2K -100% $0.00* 0 20 Jun 2024 Common Stock 62.2K $4.34 Direct F1, F4
transaction TGAN Stock Option (right to buy) Disposed to Issuer $0 -67.7K -100% $0.00* 0 20 Jun 2024 Common Stock 67.7K $4.34 Direct F1, F4
transaction TGAN Stock Option (right to buy) Disposed to Issuer $0 -33K -100% $0.00* 0 20 Jun 2024 Common Stock 33K $7.99 Direct F1, F5
transaction TGAN Stock Option (right to buy) Disposed to Issuer $0 -70.4K -100% $0.00* 0 20 Jun 2024 Common Stock 70.4K $2.80 Direct F1, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Cameron McAulay is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.
F4 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.
F5 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.