SEC Form 4 · accession 0001140361-16-073875
TPI COMPOSITES, INC · TPIC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jul 27, 2016
Accepted (ET)
Jul 29, 2016 · 3:50 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 StockF2 | Jul 27, 2016 | C | 2,843,664 | — | A | 2,843,664 | I | Note (1) |
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 StockF1,F3 | — | Jul 27, 2016 | C | 1,715 | D | — | — | Common Stock | 2,200,383 | 0 | I |
| Series B-1 Convertible Preferred StockF1,F4 | — | Jul 27, 2016 | C | 171 | D | — | — | Common Stock | 310,113 | 0 | I |
| Senior Redeemable Preferred StockF1,F5 | — | Jul 27, 2016 | C | 60 | D | — | — | Common Stock | 285,573 | 0 | I |
| Super Senior Redeemable Preferred StockF1,F6 | — | Jul 27, 2016 | C | 10 | D | — | — | Common Stock | 47,595 | 0 | I |
Explanation of responses
- F1Directly owned by GE Ventures Limited, which is a wholly-owned subsidiary of General Electric Company ("General Electric"). General Electric disclaims beneficial ownership of the securities of the Issuer held by GE Ventures Limited, except to the extent of its pecuniary interest, and the filing of this Form shall not be deemed an admission that General Electric is the beneficial owner of any equity securities of the Issuer for purposes of Section 16 or any other purpose.
- F2This 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"), 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, Senior Shares and Super Senior Shares are collectively referred to herein as the "Preferred Shares".
- F3The 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.
- F4The 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.
- F5The 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.
- F6The 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.
Remarks
Exhibit 99.1 - Joint Filer Information, incorporated herein by reference.