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*
K EQUITY, LLC

(Last) (First) (Middle)
360 NORTH CRESCENT DRIVE
SOUTH BUILDING

(Street)
BEVERLY HILLS CA 90210

(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)
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Footnote (1)(2)
3. Date of Earliest Transaction (Month/Day/Year)
12/20/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant (right to buy) $1.0499 12/20/2010 S $90,915,000(1)(2) 06/30/2009 06/30/2019 Common Stock 9,477,439(1)(2) (1)(2) 17,371,045(1)(2) D(3)(4)(5)
Warrant (right to buy) $1.0499 12/20/2010 S $13,585,000(1)(2) 06/30/2009 06/30/2019 Common Stock 1,416,169(1)(2) (1)(2) 15,954,876(1)(2) D(3)(4)(5)
1. Name and Address of Reporting Person*
K EQUITY, LLC

(Last) (First) (Middle)
360 NORTH CRESCENT DRIVE
SOUTH BUILDING

(Street)
BEVERLY HILLS CA 90210

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Footnote (1)(2)
1. Name and Address of Reporting Person*
K Holdings, LLC

(Last) (First) (Middle)
360 NORTH CRESCENT DRIVE
SOUTH BUILDING

(Street)
BEVERLY HILLS CA 90210

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Footnote (1)(2)
1. Name and Address of Reporting Person*
Platinum Equity Capital Partners II LP

(Last) (First) (Middle)
360 NORTH CRESCENT DRIVE
SOUTH BUILDING

(Street)
BEVERLY HILLS CA 90210

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Footnote (1)(2)
1. Name and Address of Reporting Person*
Platinum Equity Partners II, LLC

(Last) (First) (Middle)
360 NORTH CRESCENT DRIVE
SOUTH BUILDING

(Street)
BEVERLY HILLS CA 90210

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Footnote (1)(2)
1. Name and Address of Reporting Person*
Platinum Equity Investment Holdings II, LLC

(Last) (First) (Middle)
360 NORTH CRESCENT DRIVE
SOUTH BUILDING

(Street)
BEVERLY HILLS CA 90210

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Footnote (1)(2)
1. Name and Address of Reporting Person*
PLATINUM EQUITY LLC

(Last) (First) (Middle)
360 NORTH CRESCENT DRIVE
SOUTH BUILDING

(Street)
BEVERLY HILLS CA 90210

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Footnote (1)(2)
1. Name and Address of Reporting Person*
Gores Tom

(Last) (First) (Middle)
360 NORTH CRESCENT DRIVE
SOUTH BUILDING

(Street)
BEVERLY HILLS CA 90210

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Footnote (1)(2)
Explanation of Responses:
1. On December 14, 2010, K Equity, LLC ("K Equity") and KEMET Corporation (the "Company") entered into an Equity Underwriting Agreement (the "Underwriting Agreement") with Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities LLC, as representatives of the several underwriters named therein (the "Underwriters"). 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 December 20, 2010, K Equity sold to the Underwriters two warrants representing portions of the Platinum Warrant (as defined below). The Underwriters then exercised the purchased warrants on a net exercise basis to acquire from the Company an aggregate of 10,000,000 shares of Company common stock for resale to the public (8,700,000 of such shares were pursuant to the firm commitment
2. portion of the offering, and the remaining 1,300,000 shares were subject to an over-allotment portion of the offering). The two warrants sold to the Underwriters covered the 10,000,00 shares sold to the public, plus an additional 893,608 shares that were forfeited by the Underwriters to the Company in connection with the net exercise of the acquired warrants (777,439 of such forfeited shares were in connection with the firm commitment portion of the offering, and the remaining 116,169 forfeited shares were in connection with the over-allotment portion of the offering). The Underwriters paid K Equity an amount equal to $10.45 per underlying share of Company common stock that they resold following their net exercises. K Equity did not receive any additional consideration from the Underwriters for the additional portions of the warrants that K Equity provided to enable the Underwriters to exercise the warrants on a net exercise basis.
3. On June 30, 2009, the Company issued to K Financing, LLC ("K Financing") a warrant to acquire up to 80,544,685 shares of common stock of the Company (the "Platinum Warrant"). The Platinum Warrant was subsequently assigned by K Financing to K Equity on July 9, 2009. The Platinum Warrant is held directly by K Equity. Both K Financing and K Equity are wholly-owned subsidiaries of K Holdings, LLC ("K Holdings"). 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.
4. The Company effected a one-for-three reverse stock split on November 5, 2010. Pursuant to the terms of the Platinum Warrant, as a result of the reverse stock split the number of shares of Company common stock subject to the Platinum Warrant was proportionately reduced from 80,544,685 shares to 26,848,484 shares, and the exercise price was proportionately increased from $0.35 per share to $1.04999 per share.
5. 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.
/s/ K Equity, LLC, by K Holdings, LLC, by Eva M. Kalawski, authorized signatory 12/20/2010
/s/ K Holdings, LLC, by Eva M. Kalawski, authorized signatory 12/20/2010
/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 12/20/2010
/s/ Platinum Equity Partners II, LLC, by Platinum Equity Investment Holdings II, LLC, its senior managing member, by Eva M. Kalawski, authorized signatory 12/20/2010
/s/ Platinum Equity Investment Holdings II, LLC, by Eva M. Kalawski, authorized signatory 12/20/2010
/s/ Platinum Equity, LLC, by Eva M. Kalawski, authorized signatory 12/20/2010
/s/ Tom Gores*, by Mary Ann Sigler, attorney-in-fact 12/20/2010
** 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).
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