Sec Form 13G Filing - Yaskawa Electric CORP filing for Transphorm Inc. (TGAN) - 2021-10-07

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.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

Transphorm, Inc.

(Name of Issuer)

Common stock, par value $0.0001 per share

(Title of Class of Securities)

89386L100

(CUSIP Number)

October 4, 2021

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

*

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 the disclosures provided in a prior cover page.

The information required in 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

 

  1.    

  Names of Reporting Persons

 

  Yaskawa Electric Corporation

  2.  

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

 

  3.  

  SEC Use Only

 

  4.  

  Citizenship or Place of Organization

 

  Japan

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

   5.     

  Sole Voting Power

 

  3,770,000 shares (1)

   6.   

  Shared Voting Power

 

  0

   7.   

  Sole Dispositive Power

 

  3,770,000 shares (1)

   8.   

  Shared Dispositive Power

 

  0

  9.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  3,770,000 shares (1)

10.  

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

  ☐

11.  

  Percent of Class Represented by Amount in Row (9)

 

  8.5% (2)

12.  

  Type of Reporting Person (See Instructions)

 

  CO

 

(1)

Includes 650,000 shares of common stock issuable upon exercise of a warrant held by the reporting person.

(2)

Percentage ownership is based on 44,433,020 shares of the Issuer’s common stock, consisting of (i) 40,663,020 shares outstanding as of August 5, 2021, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 16, 2021, (ii) 3,120,000 shares issued to the reporting person on October 4, 2021 upon conversion of a convertible promissory note, and (iii) 650,000 shares issuable upon exercise of a warrant held by the reporting person.


Item 1(a)

Name of Issuer:

Transphorm, Inc.

 

Item 1(b)

Address of Issuer’s Principal Executive Offices:

75 Castilian Drive

Goleta, CA 93117

 

Item 2 (a)

Name of Person Filing:

Yaskawa Electric Corporation

 

Item 2 (b)

Address of Principal Business Office or, if none, Residence:

2-1 Kurosakishiroishi, Yahatanishi-ku

Kitakyushu 806-0004

Japan

 

Item 2 (c)

Citizenship:

Yaskawa Electric Corporation is incorporated in Japan

 

Item 2 (d)

Title of Class of Securities:

Common stock, par value $0.0001 per share

 

Item 2 (e)

CUSIP Number:

89386L100

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

 

Item 4.

Ownership.

 

  (a)

Amount beneficially owned:

See Row 9 of cover page.

 

  (b)

Percent of class:

See Row 11 of cover page.

 

  (c)

Number of shares as to which the person has:

 

  (i)

Sole power to vote or to direct the vote:

 

   

See Row 5 of cover page.


  (ii)

Shared power to vote or to direct the vote:

 

   

See Row 6 of cover page.

 

  (iii)

Sole power to dispose or to direct the disposition of:

 

   

See Row 7 of cover page.

 

  (iv)

Shared power to dispose or to direct the disposition of:

 

   

See Row 8 of cover page.

 

Item 5.

Ownership of 5 Percent or Less of a Class.

Not applicable.

 

Item 6.

Ownership of More than 5 Percent on Behalf of Another Person.

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

Not applicable.

 

Item 10.

Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.


SIGNATURES

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.

Date: October 5, 2021

 

YASKAWA ELECTRIC CORPORATION
By:  

/s/ Yasushi Ichiki

Name:   Yasushi Ichiki
Title:   Executive Officer, Deputy General Manager
  Corporate Planning & Finance Division