Moreland Cynthia J 4
4 · Transphorm, Inc. · Filed Jun 20, 2024
Insider Transaction Report
Form 4
Transphorm, Inc.TGAN
Moreland Cynthia J
Director
Transactions
- Disposition to Issuer
Stock Option (right to buy)
2024-06-20−50,000→ 0 totalExercise: $4.40Exp: 2031-10-20→ Common Stock (50,000 underlying) - Disposition to Issuer
Common Stock
2024-06-20−82,106→ 0 total
Footnotes (4)
- [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.