Platinum Equity Capital Partners II Form 4 KEMET / Tom Gores ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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X

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

1. Name and Address of Reporting Person^*

K EQUITY, LLC

(Last) (First) (Middle)

360 NORTH CRESCENT DRIVE

SOUTH BUILDING

(Street)

BEVERLY HILLS CA 90210

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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: 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)

1. Name and Address of Reporting Person^*

K EQUITY, LLC

(Last) (First) (Middle)

360 NORTH CRESCENT DRIVE

SOUTH BUILDING

(Street)

BEVERLY HILLS CA 90210

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Platinum Equity Capital Partners II LP

(Last) (First) (Middle)

360 NORTH CRESCENT DRIVE

SOUTH BUILDING

(Street)

BEVERLY HILLS CA 90210

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Platinum Equity Partners II, LLC

(Last) (First) (Middle)

360 NORTH CRESCENT DRIVE

SOUTH BUILDING

(Street)

BEVERLY HILLS CA 90210

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Platinum Equity Investment Holdings II, LLC

(Last) (First) (Middle)

360 NORTH CRESCENT DRIVE

SOUTH BUILDING

(Street)

BEVERLY HILLS CA 90210

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

PLATINUM EQUITY LLC

(Last) (First) (Middle)

360 NORTH CRESCENT DRIVE

SOUTH BUILDING

(Street)

BEVERLY HILLS CA 90210

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Gores Tom

(Last) (First) (Middle)

360 NORTH CRESCENT DRIVE

SOUTH BUILDING

(Street)

BEVERLY HILLS CA 90210

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

K Holdings, LLC

(Last) (First) (Middle)

360 NORTH CRESCENT DRIVE

SOUTH BUILDING

(Street)

BEVERLY HILLS CA 90210

(City) (State) (Zip)

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.

	/s/ K Equity, LLC, by Mary Ann Sigler, authorized signatory	09/13/2017
	/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
	/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
	/s/ Platinum Equity Investment Holdings II, LLC, by Mary Ann Sigler, authorized signatory	09/13/2017
	/s/ Platinum Equity, LLC, by Mary Ann Sigler, authorized signator	09/13/2017
	/s/ Tom Gores*, by Mary Ann Sigler, attorney-in-fact	09/13/2017
	/s/ K Holdings, LLC, by Mary Ann Sigler, authorized signatory	09/13/2017
	** Signature of Reporting Person	Date
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