SEC Form 4 · accession 0000899243-16-025908
TPI COMPOSITES, INC · TPIC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
ELEMENT PARTNERS II LP
10% Owner
ELEMENT PARTNERS II INTRAFUND LP
10% Owner
Element II G.P., LLC
10% Owner
Element Partners II G.P., L.P.
10% Owner
Period of report
Jul 27, 2016
Accepted (ET)
Jul 29, 2016 · 3:36 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001455684
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jul 27, 2016 | C | 8,704,147 | — | A | 8,704,147 | D | |
| Common StockF3,F2 | Jul 27, 2016 | P$0 | 727,273 | — | A | 9,431,420 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Convertible Preferred StockF2,F4 | — | Jul 27, 2016 | C | 26 | D | — | — | Common Stock | 33,991 | 0 | D |
| Series B-1 Convertible Preferred StockF2,F5 | — | Jul 27, 2016 | C | 2,158 | D | — | — | Common Stock | 3,903,289 | 0 | D |
| Series C Convertible Preferred StockF2,F6 | — | Jul 27, 2016 | C | 1,227 | D | — | — | Common Stock | 1,449,048 | 0 | D |
| Senior Redeemable Preferred StockF2,F7 | — | Jul 27, 2016 | C | 410 | D | — | — | Common Stock | 1,951,415 | 0 | D |
| Super Senior Redeemable Preferred StockF2,F8 | — | Jul 27, 2016 | C | 185 | D | — | — | Common Stock | 880,517 | 0 | D |
| Subordinated Convertible Promissory NoteF2,F9 | — | Jul 27, 2016 | C | 485,887 | D | — | — | Common Stock | 485,887 | 0 | D |
Explanation of responses
- F1This transaction represents the total number of shares of Common Stock of the Issuer (the "Issuer Common Stock") received upon the conversion of the Issuer's Series B Convertible Preferred Stock (the "Series B Shares"), Series B-1 Convertible Preferred Stock (the "Series B-1 Shares"), Series C Convertible Preferred Stock (the "Series C Shares"), Senior Redeemable Preferred Stock (the "Senior Shares") and Super Senior Redeemable Preferred Stock (the "Super Senior Shares"). The Series B Shares, Series B-1 Shares, Series C Shares, Senior Shares and Super Senior Shares are collectively referred to herein as the "Preferred Shares".
- 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 Persons disclaim 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 their pecuniary interest therein, if any.
- F3These securities were purchased in the initial public offering of the Issuer.
- F4The Series B Shares automatically converted into Issuer Common stock on an approximately 1,282.90-for-1 basis upon the closing of the initial public offering of the Issuer without payment or further consideration. The Series B Shares were convertible at any time at the election of the Reporting Person and had no expiration date.
- F5The Series B-1 Shares automatically converted into Issuer Common stock on an approximately 1,808.75-for-1 basis upon the closing of the initial public offering of the Issuer without payment or further consideration. The Series B-1 Shares were convertible at any time at the election of the Reporting Person and had no expiration date.
- F6The Series C Shares automatically converted into Issuer Common stock on an approximately 1,181.41-for-1 basis upon the closing of the initial public offering of the Issuer without payment or further consideration. The Series C Shares were convertible at any time at the election of the Reporting Person and had no expiration date.
- F7The Senior Shares automatically converted into Issuer Common stock on an approximately 4,759.60-for-1 basis upon the closing of the initial public offering of the Issuer without payment or further consideration. The Senior Shares were convertible at any time at the election of the Reporting Person and had no expiration date.
- F8The Super Senior Shares automatically converted into Issuer Common stock on an approximately 4,759.60-for-1 basis upon the closing of the initial public offering of the Issuer without payment or further consideration. The Super Senior Shares were convertible at any time at the election of the Reporting Person and had no expiration date.
- F9These securities automatically converted into Issuer Common stock upon the closing of the initial public offering of the Issuer without payment or further consideration. These securities converted at a price of $11.00 per share.