Sec Form 4 Filing - KKR Phorm Investors L.P. @ Transphorm, Inc. - 2022-06-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person KKR Phorm Investors L.P. 2. Issuer Name and Ticker or Trading Symbol Transphorm, Inc. [ TGAN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 30 HUDSON YARDS, 3. Date of Earliest Transaction (MM/DD/YY) 06/01/2022 (Street) NEW YORK, NY10001 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 06/01/2022 X 500,000 A $ 5( 1 ) 22,675,980 I See footnotes( 2 )( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Contractual Right to Purchase $ 5( 1 ) 06/01/2022 X 500,000 ( 1 ) 06/03/2022 Common Stock 500,000 $ 0( 1 ) 0 I See footnotes( 2 )( 3 ) Contractual Right to Purchase Warrant (Right to Buy) ( 1 ) 06/01/2022 X 104,167 ( 1 ) 06/03/2022 Common Stock 104,167 $ 0( 1 ) 0 I See footnotes( 2 )( 3 ) Warrant (Right to Buy) $ 6 06/01/2022 X 104,167 ( 1 ) 11/05/2024 Common Stock 104,167 ( 1 ) 312,500 I See footnotes( 2 )( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KKR Phorm Investors L.P. 30 HUDSON YARDS NEW YORK, NY10001 X KKR Phorm Investors GP LLC 30 HUDSON YARDS NEW YORK, NY10001 X KKR Group Partnership L.P. 30 HUDSON YARDS NEW YORK, NY10001 X KKR Group Holdings Corp. 30 HUDSON YARDS NEW YORK, NY10001 X KKR Group Co. Inc. 30 HUDSON YARDS NEW YORK, NY10001 X KKR & Co. Inc. 30 HUDSON YARDS NEW YORK, NY10001 X KKR Management LLP 30 HUDSON YARDS NEW YORK, NY10001 X KRAVIS HENRY R C/O KKR & CO. INC. 30 HUDSON YARDS NEW YORK, NY10001 X ROBERTS GEORGE R C/O KKR & CO. INC. 2800 SAND HILL ROAD, SUITE 200 MENLO PARK, CA94025 X Signatures KKR PHORM INVESTORS L.P. By: KKR Phorm Investors GP LLC, its general partner By: /s/ Christopher Lee Name: Christopher Lee Title: Assistant Secretary 06/03/2022 Signature of Reporting Person Date KKR PHORM INVESTORS GP LLC By: /s/ Christopher Lee Name: Christopher Lee Title: Assistant Secretary 06/03/2022 Signature of Reporting Person Date KKR GROUP PARTNERSHIP L.P. By: KKR Group Holdings Corp., its general partner By: /s/ Christopher Lee Name: Christopher Lee Title: Assistant Secretary 06/03/2022 Signature of Reporting Person Date KKR GROUP HOLDINGS CORP. By: /s/ Christopher Lee Name: Christopher Lee Title: Assistant Secretary 06/03/2022 Signature of Reporting Person Date KKR GROUP CO. INC. By: /s/ Christopher Lee Name: Christopher Lee Title: Assistant Secretary 06/03/2022 Signature of Reporting Person Date KKR & CO. INC. By: /s/ Christopher Lee Name: Christopher Lee Title: Assistant Secretary 06/03/2022 Signature of Reporting Person Date KKR MANAGEMENT LLP By: /s/ Christopher Lee Name: Christopher Lee Title: Assistant Secretary 06/03/2022 Signature of Reporting Person Date HENRY R. KRAVIS By: /s/ Christopher Lee Name: Christopher Lee Title: Attorney-in-fact 06/03/2022 Signature of Reporting Person Date GEORGE R. ROBERTS By: /s/ Christopher Lee Name: Christopher Lee Title: Attorney-in-fact 06/03/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to rights granted under a securities purchase agreement, KKR Phorm Investors L.P. exercised its right to purchase 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 purchase price of $2,500,000 (the "Second Closing Securities"). ( 2 )The securities reported herein are held by KKR Phorm Investors L.P. KKR Phorm Investors GP LLC is the general partner of KKR Phorm Investors L.P., KKR Group Partnership L.P. is the sole member of KKR Phorm Investors GP LLC, KKR Group Holdings Corp. is the general partner of KKR Group Partnership L.P., KKR Group Co. Inc. is the sole shareholder of KKR Group Holdings Corp., KKR & Co. Inc. is the sole shareholder of KKR Group Co. Inc., KKR Management LLP is the Series I preferred stockholder of KKR & Co. Inc., and Messrs. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP. ( 3 )Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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