Kemet Form 4 / KAREN M ROGGE 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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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^*

ROGGE KAREN M

(Last)

(First)

(Middle)

KEMET CORPORATION, KEMET TOWER

ONE EAST BROWARD BLVD., 2ND FLOOR

(Street)

FORT LAUDERDALE

33301

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2020

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/15/2020		D⁽¹⁾		100	D	$27.2⁽¹⁾	15,881	D⁽²⁾
Common Stock	06/15/2020		D⁽³⁾		15,881	D	$27.2⁽¹⁾	0	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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. Prior to the Merger, Ms. Rogge served on the Board of Directors of the Issuer (the "Board") and resigned from the Board upon the effective time of the Merger.

3. Represents restricted stock units of the Issuer. Pursuant to the Merger Agreement (as defined below), each outstanding restricted 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 and (ii) $27.20.

	/s/ Kurt von Moltke, by power of atty for Karen Rogge	06/15/2020
	** 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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

Kemet (KEM) Form 4KEMET / KAREN M ROGGE ownership change