SEC Form 4 · accession 0000899243-17-018914
TPI COMPOSITES, INC · TPIC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul G Giovacchini
Director · 10% Owner
Period of report
Jul 22, 2017
Accepted (ET)
Jul 25, 2017 · 5:04 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 | Jul 22, 2017 | M | 2,880 | $0.00 | A | 2,880 | D | |
| Common StockF2 | holding | — | — | — | 4,778,491 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F4 | — | Jul 22, 2017 | M | 2,880 | D | — | — | Common Stock | 2,880 | 0 | D |
Explanation of responses
- F1The Reporting Person is contractually obligated to turn over any proceeds from the sale of these shares to Landmark Growth Capital Partners, L.P. ("LGCP") and Landmark IAM Growth Capital L.P. ("Landmark IAM"). 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.
- F23,236,968 shares of these securities are held of record by LGCP and 1,541,523 shares of these securities are held of record by Landmark IAM. Landmark Growth Capital Partners, LLC ("LGCP LLC") is the general partner of both Landmark LGCP and Landmark IAM, and Landmark Equity Advisors, LLC ("LEA LLC") is the managing member of LGCP LLC. The Reporting Person is an advisor to LEA LLC. The Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of his pecuniary interest therein, if any.
- F3Each restricted stock unit ("RSU") represents a contingent right to receive one share of Common Stock.
- F4All of the RSUs vest on the first anniversary of the effective date of the initial public offering of the Issuer; provided, that the Reporting Person continues to provide service to the Issuer through the vesting date. The RSUs do not have an expiration date.