Transphorm, Inc. (Form: 4, Received: 06/03/2022 16:33:04)

Transphorm, Inc. (Form: 4, Received: 06/03/2022 16:33:04)

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 OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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/YYYY) 6/1/2022
(Street) NEW YORK, NY 10001 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	6/1/2022		X		500000	A	$5 ⁽¹⁾	22675980	I	See footnotes ⁽²⁾⁽³⁾

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Contractual Right to Purchase	$5 ⁽¹⁾	6/1/2022		X			500000	⁽¹⁾	6/3/2022	Common Stock	500000	$0 ⁽¹⁾	0	I	See footnotes ⁽²⁾⁽³⁾
Contractual Right to Purchase Warrant (Right to Buy)	⁽¹⁾	6/1/2022		X			104167	⁽¹⁾	6/3/2022	Common Stock	104167	$0 ⁽¹⁾	0	I	See footnotes ⁽²⁾⁽³⁾
Warrant (Right to Buy)	$6	6/1/2022		X		104167		⁽¹⁾	11/5/2024	Common Stock	104167	⁽¹⁾	312500	I	See footnotes ⁽²⁾⁽³⁾

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.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KKR Phorm Investors L.P. 30 HUDSON YARDS NEW YORK, NY 10001		X
KKR Phorm Investors GP LLC 30 HUDSON YARDS NEW YORK, NY 10001		X
KKR Group Partnership L.P. 30 HUDSON YARDS NEW YORK, NY 10001		X
KKR Group Holdings Corp. 30 HUDSON YARDS NEW YORK, NY 10001		X
KKR Group Co. Inc. 30 HUDSON YARDS NEW YORK, NY 10001		X
KKR & Co. Inc. 30 HUDSON YARDS NEW YORK, NY 10001		X
KKR Management LLP 30 HUDSON YARDS NEW YORK, NY 10001		X
KRAVIS HENRY R C/O KKR & CO. INC. 30 HUDSON YARDS NEW YORK, NY 10001		X
ROBERTS GEORGE R C/O KKR & CO. INC. 2800 SAND HILL ROAD, SUITE 200 MENLO PARK, CA 94025		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		6/3/2022
^**Signature of Reporting Person		Date
KKR PHORM INVESTORS GP LLC By: /s/ Christopher Lee Name: Christopher Lee Title: Assistant Secretary		6/3/2022
^**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		6/3/2022
^**Signature of Reporting Person		Date
KKR GROUP HOLDINGS CORP. By: /s/ Christopher Lee Name: Christopher Lee Title: Assistant Secretary		6/3/2022
^**Signature of Reporting Person		Date
KKR GROUP CO. INC. By: /s/ Christopher Lee Name: Christopher Lee Title: Assistant Secretary		6/3/2022
^**Signature of Reporting Person		Date
KKR & CO. INC. By: /s/ Christopher Lee Name: Christopher Lee Title: Assistant Secretary		6/3/2022
^**Signature of Reporting Person		Date
KKR MANAGEMENT LLP By: /s/ Christopher Lee Name: Christopher Lee Title: Assistant Secretary		6/3/2022
^**Signature of Reporting Person		Date
HENRY R. KRAVIS By: /s/ Christopher Lee Name: Christopher Lee Title: Attorney-in-fact		6/3/2022
^**Signature of Reporting Person		Date
GEORGE R. ROBERTS By: /s/ Christopher Lee Name: Christopher Lee Title: Attorney-in-fact		6/3/2022
^**Signature of Reporting Person		Date

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