SEC Form 4 · accession 0001144204-17-047904
KEMET CORP · KEM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
PLATINUM EQUITY LLC
10% Owner · Other
Platinum Equity Capital Partners II LP
10% Owner · Other
K EQUITY, LLC
10% Owner · Other
Tom Gores
10% Owner · Other
Platinum Equity Investment Holdings II, LLC
10% Owner · Other
K Holdings, LLC
10% Owner · Other
Platinum Equity Partners II, LLC
10% Owner · Other
Period of report
Sep 11, 2017
Accepted (ET)
Sep 13, 2017 · 7:41 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000887730
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant (right to buy)F1,F2,F3,F4,F5 | $1.0499 | Sep 11, 2017 | S | 8,416,814 | D | May 31, 2011 | Jun 30, 2019 | Common Stock | 8,416,814 | 0 | D |
Explanation of responses
- F1On 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.
- F2The 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.
- F3In 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.
- F4In 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.
- F5The 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.