Sec Form 4 Filing - K EQUITY, LLC @ KEMET CORP - 2017-09-11

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 K EQUITY, LLC 2. Issuer Name and Ticker or Trading Symbol KEMET CORP [ KEM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Footnote (3)(4)(5) (Last) (First) (Middle) 360 NORTH CRESCENT DRIVE, SOUTH BUILDING 3. Date of Earliest Transaction (MM/DD/YY) 09/11/2017 (Street) BEVERLY HILLS, CA90210 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

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 Warrant (right to buy) $ 1.0499 09/11/2017 S 8,416,814 05/31/2011 06/30/2019 Common Stock 8,416,814 ( 1 ) ( 2 ) ( 1 ) ( 2 ) 0 D ( 3 ) ( 4 ) ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other K EQUITY, LLC 360 NORTH CRESCENT DRIVE SOUTH BUILDING BEVERLY HILLS, CA90210 X See Footnote (3)(4)(5) Platinum Equity Capital Partners II LP 360 NORTH CRESCENT DRIVE SOUTH BUILDING BEVERLY HILLS, CA90210 X See Footnote (3)(4)(5) Platinum Equity Partners II, LLC 360 NORTH CRESCENT DRIVE SOUTH BUILDING BEVERLY HILLS, CA90210 X See Footnote (3)(4)(5) Platinum Equity Investment Holdings II, LLC 360 NORTH CRESCENT DRIVE SOUTH BUILDING BEVERLY HILLS, CA90210 X See Footnote (3)(4)(5) PLATINUM EQUITY LLC 360 NORTH CRESCENT DRIVE SOUTH BUILDING BEVERLY HILLS, CA90210 X See Footnote (3)(4)(5) Gores Tom 360 NORTH CRESCENT DRIVE SOUTH BUILDING BEVERLY HILLS, CA90210 X See Footnote (3)(4)(5) K Holdings, LLC 360 NORTH CRESCENT DRIVE SOUTH BUILDING BEVERLY HILLS, CA90210 X See Footnote (3)(4)(5) Signatures /s/ K Equity, LLC, by Mary Ann Sigler, authorized signatory 09/13/2017 Signature of Reporting Person Date /s/ Platinum Equity Capital Partners II, L.P., by Platinum Equity Partners II, LLC, its general partner, by Platinum Equity Investment Holdings II, LLC, its senior managing member, by Mary Ann Sigler, authorized signatory 09/13/2017 Signature of Reporting Person Date /s/ Platinum Equity Partners II, LLC, by Platinum Equity Investment Holdings II, LLC, its senior managing member, by Mary Ann Sigler, authorized signatory 09/13/2017 Signature of Reporting Person Date /s/ Platinum Equity Investment Holdings II, LLC, by Mary Ann Sigler, authorized signatory 09/13/2017 Signature of Reporting Person Date /s/ Platinum Equity, LLC, by Mary Ann Sigler, authorized signator 09/13/2017 Signature of Reporting Person Date /s/ Tom Gores*, by Mary Ann Sigler, attorney-in-fact 09/13/2017 Signature of Reporting Person Date /s/ K Holdings, LLC, by Mary Ann Sigler, authorized signatory 09/13/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 6, 2017, K Equity, LLC ("K Equity") and KEMET Corporation (the "Company") entered into an Equity Underwriting Agreement (the "Underwriting Agreement") with UBS Securities LLC (the "Underwriter"). Pursuant to the terms of the Underwriting Agreement, on September 11, 2017, K Equity sold to the Underwriter the Platinum Warrant (as defined below) representing 8,416,814 common shares of the Company. ( 2 )The warrant sold to the Underwriter covered 8,416,814 common shares of the Company. The Underwriter paid K Equity an amount equal to $20.52 per underlying share of Company common stock. ( 3 )In connection with the disposition transactions disclosed on the Form 4 filed by the reporting persons with the Securities and Exchange Commission on December 20, 2010 and May 31, 2011 (the "Prior Dispositions"), the Company issued to K Equity a warrant to acquire up to 8,416,814 shares of common stock of the Company (the "Platinum Warrant") representing the remaining portion of the original warrant issued by the Company and held by K Equity that was not sold in the Prior Dispositions. The Platinum Warrant was held directly by K Equity. ( 4 )In addition to K Equity, the Reporting Persons include: (i) K Holdings, LLC ("K Holdings"), the sole member of K Equity, (ii) Platinum Equity Capital Partners II, L.P. ("PECP II"), the controlling member of K Holdings, (iii) Platinum Equity Partners II, LLC ("Platinum Partners"), the general partner of PECP II, (iv) Platinum Equity Investment Holdings II, LLC ("Platinum Investment"), the senior managing member of Platinum Partners, (v) Platinum Equity, LLC ("Platinum Equity"), the sole member of Platinum Investment, and (vi) Tom Gores, the ultimate beneficial owner and Chairman of Platinum Equity. ( 5 )The entities/persons listed in Item 1 above, may be deemed to beneficially owned the securities reported herein and owned directly by K Equity. Each of such entities/persons disclaims beneficial ownership of such securities, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the securities for the purpose of Section 16 or for any other purpose, except to the extent of such reporting person's pecuniary interest therein.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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