Sec Form 13D Filing - KKR Phorm Investors L.P. filing for Transphorm Inc. (TGAN) - 2021-11-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

David J. Sorkin, Esq.

Kohlberg Kravis Roberts & Co. L.P.

30 Hudson Yards

New York, New York 10001

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because §240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box. ☐

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

* 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 disclosures provided in a prior cover page.

 

The information required on 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).

 

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1	NAMES OF REPORTING PERSONS
	KKR Phorm Investors L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			22,988,480
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			22,988,480
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	22,988,480
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	45.8%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

Explanatory Note

 

This Amendment No. 2 (“Amendment No. 2”) to Schedule 13D relates to the shares of common stock, $0.0001 par value (the “Common Stock”), of Transphorm, Inc., a Delaware corporation (the “Issuer”), and amends the initial statement on Schedule 13D filed by the Reporting Persons on March 13, 2020, as amended by Amendment No. 1 filed on July 21, 2020 (and as amended, the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings herein as are ascribed to such terms in the Initial Statement.

 

This Amendment No. 2 is being filed by:

 

 

 

 

 

 

 

 

Item 2.

Identity and Background.

The information set forth in amended and restated Annex A hereto is incorporated by reference in this amended Item 2.

Item 2(b) of the Schedule 13D is hereby amended and restated as follows:

c/o Kohlberg Kravis Roberts & Co. L.P.

30 Hudson Yards

New York, New York 10001

The business address for George R. Roberts is:

c/o Kohlberg Kravis Roberts & Co. L.P.

2800 Sand Hill Road, Suite 200

Menlo Park, CA 94025

Item 3.

Source and Amount of Funds or Other Considerations.

Item 3 of the Schedule 13D is hereby amended and supplemented as follows:

On November 5, 2021, KKR Phorm Investors L.P. entered into a securities purchase agreement (the “Securities Purchase Agreement”) with the Issuer pursuant to which it (i) purchased 1,000,000 shares of Common Stock of the Issuer, and received a warrant to purchase 208,333 shares of Common Stock at an exercise price of

$6.00 per share, for an aggregate purchase price of $5,000,000, and (ii) was granted the right to purchase an additional 500,000 shares of Common Stock and receive an additional warrant to purchase 104,167 shares of Common Stock at an exercise price of $6.00 per share, for an aggregate additional purchase price of $2,500,000.  The source of funds required for the purchases are from capital contributions from investors in KKR Phorm Investors L.P.

Item 5.

Interest in Securities of the Issuer.

 

Item 5(a) - (c) of the Schedule 13D is hereby amended and restated as follows:

 

The information set forth in the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5.

 

(a) and (b). The Reporting Persons may be deemed to beneficially own an aggregate of 22,988,480 shares of Common Stock, which includes 500,000 shares of Common Stock that KKR Phorm Investors L.P. has a right to purchase and 312,500 shares of Common Stock underlying warrants, 208,333 of which underlie warrants currently owned and 104,167 of which underlie warrants which may be acquired in the future as described in Item 3 above.  Such shares of Common Stock currently owned or which may be acquired in the future represent, in the aggregate, approximately 45.8% of the outstanding shares of the Issuer’s Common Stock, as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended.

 

The percentage of beneficial ownership in this Schedule 13D is based on 49,393,770 shares of Common Stock outstanding as of close of business on November 5, 2021, as provided by the Issuer.

 

Each of KKR Phorm Investors GP LLC (as the general partner of KKR Phorm Investors L.P.), KKR Group Partnership L.P. (as the sole member of KKR Phorm Investors GP LLC), KKR Group Holdings Corp. (as the general partner of KKR Group Partnership L.P.), KKR & Co. Inc. (as the sole shareholder of KKR Group Holdings Corp.), KKR Management LLP (as the Series I preferred stockholder of KKR & Co. Inc.), and Messrs. Kravis and Roberts (as the founding partners of KKR Management LLP) may be deemed to be the beneficial owner of the securities beneficially owned directly by KKR Phorm Investors L.P.

 

The filing of this Schedule 13D shall not be construed as an admission that any of the above-listed entities or individuals is the beneficial owner of any securities covered by this Schedule 13D.

 

To the best knowledge of the Reporting Persons, none of the individuals named in Item 2 beneficially owns any shares of Common Stock except as described herein.

 

(c) Other than as described in Item 3 of this Schedule 13D, none of the Reporting Persons, or, to the best knowledge of the Reporting Persons, any other individual named in Item 2 has engaged in any transaction in any shares of Common Stock during the past 60 days.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Item 6 of the Schedule 13D is hereby amended by adding the following:

 

On November 5, 2021 (the “First Closing Date”), KKR Phorm Investors L.P. entered into the Securities Purchase Agreement with the Issuer pursuant to which it (i) purchased 1,000,000 shares of Common Stock of the Issuer, and received a warrant to purchase 208,333 shares of Common Stock at an exercise price of $6.00 per share, for an aggregate purchase price of $5,000,000 (the “First Closing Securities”), and (ii) was granted the right to purchase an additional 500,000 shares of Common Stock and receive an additional warrant to purchase 104,167 shares of Common Stock at an exercise price of $6.00 per share, for an aggregate additional purchase price of $2,500,000 (the “Second Closing Securities”).  The right to purchase the Second Closing Securities will expire on the earlier of (i) the third anniversary of the First Closing Date, (ii) a Change in Control (as defined in the Securities Purchase Agreement), or (iii) the 90th day following the later of (A) the date on which a registration statement registering the resale of the shares of Common Stock purchased as part of the First Closing Securities is declared effective by the Securities and Exchange Commission, or (B) the date on which the Common Stock is first listed on Nasdaq.

 

The foregoing descriptions of the Securities Purchase Agreement, the Registration Rights Agreement and the Common Stock Warrants do not purport to be complete and are qualified in their entirety by reference to such documents, copies of which are filed as Exhibits H, I and J to this Schedule 13D and are incorporated herein by reference.

 

Item 7.

Materials to be Filed as Exhibits.

 

Item 7 of the Schedule 13D is hereby amended and supplemented as follows

 

 

SIGNATURE

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.

 

Annex A

Annex A is hereby amended and restated as follows:

Directors of KKR & Co. Inc.

The following sets forth the name and principal occupation of each of the directors of KKR & Co. Inc. Each of such persons is a citizen of the United States other than Arturo Gutierrez, who is a citizen of Mexico, Xavier Niel, who is a citizen of France and Evan Spiegel, who is a citizen of the United States and France.

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