SEC Form 4 · accession 0000899243-16-025664
TPI COMPOSITES, INC · TPIC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Lawrence DeRosa
Director · 10% Owner
Period of report
Jul 21, 2016
Accepted (ET)
Jul 25, 2016 · 7:46 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001455684
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B WarrantsF2,F1 | $8,748.81 | Jul 21, 2016 | X | 70 | D | — | — | Series B Convertible Preferred Stock | 70 | 0 | I |
| Series B Convertible Preferred StockF2,F3 | — | Jul 21, 2016 | X | 70 | A | — | — | Common Stock | 89,446 | 70 | I |
| Series B Convertible Preferred StockF2,F3 | — | Jul 21, 2016 | S | 43 | D | — | — | Common Stock | 55,455 | 26 | I |
Explanation of responses
- F1The Series B Warrants were deemed automatically exercised prior to the closing of the Issuer's initial underwritten public offering of Common Stock pursuant to a registration statement on Form S-1, which public offering has been declared effective by the SEC. These securities were exercisable for a period ending upon the earliest to occur of (i) seven (7) years after the Effective Date, (ii) the date of the Issuer's initial public offering, or (iii) the date of a merger event, as defined therein.
- F2These securities are held of record by Element Partners II, L.P. ("EP II") and Element Partners II Intrafund, L.P. ("Intrafund"). Element Partners II G.P., L.P. ("GP LP") is the general partner of both EP II and Intrafund, and Element II G.P., LLC ("GP LLC") is the general partner of GP LP. The Reporting Person is a designated director representative of EP II and Intrafund and a managing member of GP LLC and may be deemed to share voting and investment power with respect to all shares held by EP II and Intrafund. The Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any.
- F3The Series B Convertible Preferred Stock (the "Series B Shares") is convertible at any time into shares of the Issuer's Common Stock at the holder's election and automatically convert, upon the closing of the Issuer's initial public offering, into the number of shares of Common Stock shown in column 7 above. These securities do not have an expiration date.
- F4The Reporting Person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 43.2284 of the Series B Shares to pay the exercise price and issuing to the Reporting Person the remaining 26.4955 Series B Shares.