Umesh Mishra Form 3 Transphorm / Umesh Mishra ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Mishra Umesh

(Last) (First) (Middle)

C/O TRANSPHORM, INC.

75 CASTILIAN DRIVE

(Street)

GOLETA CA 93117

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/12/2020

3. Issuer Name and Ticker or Trading Symbol
Transphorm, Inc. [ NONE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Technology Officer

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	82,891	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	01/25/2013(1)	01/24/2022	Common Stock	24,867	12.43	D
Stock Option (right to buy)	07/01/2016(1)	11/29/2026	Common Stock	127,238	4.34	D
Stock Option (right to buy)	11/08/2017(2)	11/29/2026	Common Stock	272,298	4.34	D
Stock Option (right to buy)	08/01/2020(3)	06/05/2029	Common Stock	6,870	3.14	D

Explanation of Responses:

1. The shares subject to the option are fully vested and exercisable.

2. One-fourth (1/4) of the shares subject to the option vested on November 8, 2017, and the remaining shares vest in equal monthly installments over the following 36 months, subject to the Reporting Person's continued service as of each such vesting date.

3. One-twelfth (1/12) of the shares subject to the option will vest each month beginning on August 1, 2020, subject to the Reporting Person's continued service as of each such vesting date.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Cameron McAulay, Attorney-in-Fact	03/11/2020
	** Signature of Reporting Person	Date
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 5 (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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