Statement of Changes in Beneficial Ownership (4)
June 15 2020 - 3:49PM
Edgar (US Regulatory)
FORM 4
[X]
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
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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
*
Vetralla Stefano |
2. Issuer Name and Ticker or Trading Symbol
KEMET CORP
[
KEM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) VP, Chief Human Resources |
(Last)
(First)
(Middle)
KEMET CORPORATION, KEMET TOWER, ONE EAST BROWARD BLVD., 2ND FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/15/2020 |
(Street)
FORT LAUDERDALE, FL 33301
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 6/15/2020 | | D(1) | | 47218 | D | $27.20 (1) | 11907 (2) | D | |
Common Stock | 6/15/2020 | | D(3) | | 11907 | D | $27.20 (1) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") between the Issuer, Yageo Corporation ("Parent"), and Sky Merger Sub Inc., a wholly-owned subsidiary of Parent ("Sub"), dated November 11, 2019, each issued and outstanding share (a "Share") of common stock of the Issuer was converted into the right to receive $27.20 per Share in cash (subject to any applicable withholding or other taxes or other amounts required by law to be withheld). On June 15, 2020, the transactions contemplated by the Merger Agreement were consummated, including the merger of Sub with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation following the Merger. |
(2) | This amount includes 6,724 performance stock units which were deemed earned pursuant to the terms of the Merger Agreement and which had not been previously reported. |
(3) | Represents unvested restricted stock units and performance stock units of the Issuer. Pursuant to the Merger Agreement, each outstanding unvested restricted stock unit and performance stock unit was accelerated, and each restricted stock unit and performance stock unit was canceled and entitled the holder to receive in exchange therefor, an amount in cash (subject to any applicable withholding or other taxes or other amounts required by law to be withheld) equal to the product of (i) the total number of shares of common stock subject to such restricted stock unit or performance stock unit and (ii) $27.20. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Vetralla Stefano KEMET CORPORATION, KEMET TOWER ONE EAST BROWARD BLVD., 2ND FLOOR FORT LAUDERDALE, FL 33301 |
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| VP, Chief Human Resources |
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Signatures
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/s/ Kurt von Moltke, by power of atty for Stefano Vetralla | | 6/15/2020 |
**Signature of Reporting Person | Date |
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