- Statement of Changes in Beneficial Ownership (4)
2011年6月1日 - 1:39AM
Edgar (US Regulatory)
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FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Expires:
February 28, 2011
Estimated average burden
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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K EQUITY, LLC
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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
__
X
__ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
See Footnote (3)(4)
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(Last)
(First)
(Middle)
360 NORTH CRESCENT DRIVE, SOUTH BUILDING
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/31/2011
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(Street)
BEVERLY HILLS, CA 90210
(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)
___ Form filed by One Reporting Person
_
X
_ 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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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Warrant (right to buy)
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$1.0499
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5/31/2011
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S
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7538062
(1)
(2)
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12/20/2010
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6/30/2019
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Common Stock
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7538062
(1)
(2)
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(1)
(2)
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8416814
(1)
(2)
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D
(3)
(4)
(5)
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Explanation of Responses:
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(
1)
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On May 24, 2011, K Equity, LLC ("K Equity") and KEMET Corporation (the "Company") entered into an Equity Underwriting Agreement (the "Underwriting Agreement") with Deutsche Bank Securities Inc. (the "Underwriter"). Consummation of the transactions contemplated by and in the Underwriting Agreement were subject to certain conditions that were beyond the control of K Equity and the other reporting persons. Pursuant to the terms of the Underwriting Agreement, on May 31, 2011, K Equity sold to the Underwriter a warrant representing a portion of the Platinum Warrant (as defined below). The Underwriter then exercised the purchased warrant on a net exercise basis to acquire from the Company an aggregate of 7,000,000 shares of Company common stock for resale to the public.
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(
2)
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The warrant sold to the Underwriter covered the 7,000,00 shares sold to the public, plus an additional 538,062 shares that were forfeited by the Underwriter to the Company in connection with the net exercise of the acquired warrant. The Underwriter paid K Equity an amount equal to $14.32 per underlying share of Company common stock that it resold following the net exercise. K Equity did not receive any additional consideration from the Underwriter for the additional portion of the warrant that K Equity provided to enable the Underwriter to exercise the warrant on a net exercise basis.
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(
3)
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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 (the "Prior Dispositions"), the Company issued to K Equity a warrant to acquire up to 15,954,876 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 is held directly by K Equity, which is a wholly-owned subsidiary of K Holdings, LLC ("K Holdings").
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(
4)
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The Platinum Warrant is held indirectly by (i) K Holdings, as 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.
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(
5)
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The entities/persons listed in Item 1 above, may be deemed to beneficially own 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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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K EQUITY, LLC
360 NORTH CRESCENT DRIVE
SOUTH BUILDING
BEVERLY HILLS, CA 90210
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X
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See Footnote (3)(4)
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K Holdings, LLC
360 NORTH CRESCENT DRIVE
SOUTH BUILDING
BEVERLY HILLS, CA 90210
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X
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See Footnote (3)(4)
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Platinum Equity Capital Partners II LP
360 NORTH CRESCENT DRIVE
SOUTH BUILDING
BEVERLY HILLS, CA 90210
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X
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See Footnote (3)(4)
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Platinum Equity Partners II, LLC
360 NORTH CRESCENT DRIVE
SOUTH BUILDING
BEVERLY HILLS, CA 90210
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X
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See Footnote (3)(4)
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Platinum Equity Investment Holdings II, LLC
360 NORTH CRESCENT DRIVE
SOUTH BUILDING
BEVERLY HILLS, CA 90210
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X
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See Footnote (3)(4)
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PLATINUM EQUITY LLC
360 NORTH CRESCENT DRIVE
SOUTH BUILDING
BEVERLY HILLS, CA 90210
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X
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See Footnote (3)(4)
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Gores Tom
360 NORTH CRESCENT DRIVE
SOUTH BUILDING
BEVERLY HILLS, CA 90210
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X
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See Footnote (3)(4)
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Signatures
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/s/ K Equity, LLC, by K Holdings, LLC, by Eva M. Kalawski, authorized signatory
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5/31/2011
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**
Signature of Reporting Person
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Date
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/s/ K Holdings, LLC, by Eva M. Kalawski, authorized signatory
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5/31/2011
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Signature of Reporting Person
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Date
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/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 Eva M. Kalawski, authorized signatory
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5/31/2011
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**
Signature of Reporting Person
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Date
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/s/ Platinum Equity Partners II, LLC, by Platinum Equity Investment Holdings II, LLC, its senior managing member, by Eva M. Kalawski, authorized signatory
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5/31/2011
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**
Signature of Reporting Person
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Date
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/s/ Platinum Equity Investment Holdings II, LLC, by Eva M. Kalawski, authorized signatory
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5/31/2011
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**
Signature of Reporting Person
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Date
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/s/ Platinum Equity, LLC, by Eva M. Kalawski, authorized signatory
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5/31/2011
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**
Signature of Reporting Person
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Date
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/s/ Tom Gores*, by Mary Ann Sigler, attorney-in-fact
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5/31/2011
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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