SEC Form 4 · accession 0000899243-16-025923

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 27, 2016

Accepted (ET)

Jul 29, 2016 · 3:41 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 Stock^F1,F2	Jul 27, 2016	C	8,704,147	—	A	8,704,147	I	See Footnote
Common Stock^F3,F2	Jul 27, 2016	P$0	727,273	—	A	9,431,420	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Series B Convertible Preferred Stock^F2,F4	—	Jul 27, 2016	C	26	D	—	—	Common Stock	33,991	I
Series B-1 Convertible Preferred Stock^F2,F5	—	Jul 27, 2016	C	2,158	D	—	—	Common Stock	3,903,289	I
Series C Convertible Preferred Stock^F2,F6	—	Jul 27, 2016	C	1,227	D	—	—	Common Stock	1,449,048	I
Senior Redeemable Preferred Stock^F2,F7	—	Jul 27, 2016	C	410	D	—	—	Common Stock	1,951,415	I
Super Senior Redeemable Preferred Stock^F2,F8	—	Jul 27, 2016	C	185	D	—	—	Common Stock	880,517	I
Subordinated Convertible Promissory Note^F2,F9	—	Jul 27, 2016	C	485,887	D	—	—	Common Stock	485,887	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 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 Person is 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.
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.