SEC Form 4 · accession 0000899243-16-025913
TPI COMPOSITES, INC · TPIC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Daniel G Weiss
Director · 10% Owner
Period of report
Jul 27, 2016
Accepted (ET)
Jul 29, 2016 · 3:37 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 | 4,855,470 | — | A | 4,855,470 | I | See Footnote |
| Common StockF3,F2 | Jul 27, 2016 | P$0 | 272,727 | — | A | 5,128,197 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Preferred StockF2,F4 | — | Jul 27, 2016 | C | 1,193 | D | — | — | Common Stock | 1,501,455 | 0 | I |
| Series B Convertible Preferred StockF2,F5 | — | Jul 27, 2016 | C | 181 | D | — | — | Common Stock | 231,846 | 0 | I |
| Series B-1 Convertible Preferred StockF2,F6 | — | Jul 27, 2016 | C | 194 | D | — | — | Common Stock | 351,460 | 0 | I |
| Series C Convertible Preferred StockF2,F7 | — | Jul 27, 2016 | C | 1,227 | D | — | — | Common Stock | 1,449,049 | 0 | I |
| Senior Redeemable Preferred StockF2,F8 | — | Jul 27, 2016 | C | 170 | D | — | — | Common Stock | 809,123 | 0 | I |
| Super Senior Redeemable Preferred StockF2,F9 | — | Jul 27, 2016 | C | 85 | D | — | — | Common Stock | 404,562 | 0 | I |
| Subordinated Convertible Promissory NoteF2,F10 | — | Jul 27, 2016 | C | 107,975 | D | — | — | Common Stock | 107,975 | 0 | I |
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 A Convertible Preferred Stock (the "Series A Shares"), 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 A Shares, 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".
- F10These 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.
- F2These securities are held of record by Angeleno Investors II, L.P. ("AI II LP") and the Reporting Person is the co-founder and managing partner of the Angeleno Group. The Reporting Person may be deemed to share voting and investment power with respect to all shares held by AI II LP. 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
- F3These securities were purchased in the initial public offering of the Issuer.
- F4The Series A Shares automatically converted into Issuer Common stock on an approximately 1,259.06-for-1 basis upon the closing of the initial public offering of the Issuer without payment or further consideration. The Series A Shares were convertible at any time at the election of the Reporting Person and had no expiration date.
- F5The 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.
- F6The 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.
- F7The 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.
- F8The 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.
- F9The 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.