SEC Form 4 · accession 0000899243-16-025925
TPI COMPOSITES, INC · TPIC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
NGP Energy Technology Partners, L.P.
Director · 10% Owner · Other
Energy Technology Partners, L.L.C.
Director · 10% Owner
NGP ETP, L.L.C.
Director · 10% Owner
Period of report
Jul 27, 2016
Accepted (ET)
Jul 29, 2016 · 3:42 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,F3 | Jul 27, 2016 | C | 3,800,316 | — | A | 3,800,316 | D |
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,F3,F4 | — | Jul 27, 2016 | C | 2,014 | D | — | — | Common Stock | 2,536,242 | 0 | D |
| Series B Convertible Preferred StockF2,F3,F5 | — | Jul 27, 2016 | C | 171 | D | — | — | Common Stock | 219,954 | 0 | D |
| Series B-1 Convertible Preferred StockF2,F3,F6 | — | Jul 27, 2016 | C | 206 | D | — | — | Common Stock | 372,135 | 0 | D |
| Series C Convertible Preferred StockF2,F3,F7 | — | Jul 27, 2016 | C | 327 | D | — | — | Common Stock | 386,413 | 0 | D |
| Senior Redeemable Preferred StockF2,F3,F8 | — | Jul 27, 2016 | C | 60 | D | — | — | Common Stock | 285,572 | 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 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"), and Senior Redeemable Preferred Stock (the "Senior Shares"). The Series A Shares, Series B Shares, Series B-1 Shares, Series C Shares and Senior Shares are collectively referred to herein as the "Preferred Shares". See footnotes 4, 5, 6, 7 and 8 for the conversion ratios of the classes of Preferred Shares.
- F2These securities are held of record by NGP Energy Technology Partners, L.P. ("NGP LP"). NGP ETP, L.L.C. ("NGP ETP") is the general partner of NGP LP and Energy Technology Partners, L.L.C. ("ETP LLC") is the manager of NGP ETP. NGP ETP and ETP LLC may be deemed indirect beneficial owners of the reported securities.
- F3This report on Form 4 is jointly filed by NGP LP, NGP ETP and ETP LLC. Each of the Reporting Persons 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 its pecuniary interest therein, if any. The Reporting Persons have designated a representative, currently Philip J. Deutch, the manager of ETP LLC, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
- 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.