FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
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Meeks Charles C. JR |
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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
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_____ 10% Owner
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__X__ Officer (give title below)
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_____ Other (specify below)
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Senior Vice President, Tantalu
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KEMET CORPORATION, KEMET TOWER, ONE EAST BROWARD BLVD., 2ND FLOOR |
3. Date of Earliest Transaction (Month/Day/Year) 06/15/2020 |
FORT LAUDERDALE, FL 33301 |
4. If Amendment, Date Original Filed
(Month/Day/Year) 06/15/2020 |
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. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction 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 | 06/15/2020 |
| D (1) |
| 82,044 (2) | D |
$27.2 (1) | 22,918 (3) | D |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| 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. | SEC 1474 (9-02) |
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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction 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 (Month/Day/Year)
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7. Title and Amount of Underlying Securities (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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Reporting Owners
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Meeks Charles C. JR KEMET CORPORATION, KEMET TOWER ONE EAST BROWARD BLVD., 2ND FLOOR FORT LAUDERDALE, FL 33301 |
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Senior Vice President, Tantalu |
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Signatures
/s/ Kurt von Moltke, by power of atty for Charles C. Meeks, Jr. | |
06/16/2020 |
**Signature of Reporting Person | Date |
Explanation of Responses:
* | 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). |
(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 Form 4 amendment is being filed solely to correct the number of shares disposed of in column 4 by the Reporting Person. |
(3) | )This amount includes 12,945 performance stock units which were deemed earned pursuant to the terms of the Merger Agreement and which had not been previously reported. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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