SEC Form 4 · accession 0001562180-18-002496
TPI COMPOSITES, INC · TPIC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
LANDMARK EQUITY ADVISORS LLC /ADV
10% Owner
LANDMARK IAM GROWTH CAPITAL LP
10% Owner
LANDMARK GROWTH CAPITAL PARTNERS LP
10% Owner
Period of report
May 11, 2018
Accepted (ET)
May 15, 2018 · 6:55 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 | May 11, 2018 | X | 72,191 | $9.35 | A | 4,850,682 | I | See Footnote |
| Common StockF2 | May 11, 2018 | S | 24,440 | $27.62 | D | 4,826,242 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common WarrantsF1,F4 | $9.35 | May 11, 2018 | X | 72,191 | D | — | — | Common Stock | 72,191 | 0 | I |
Explanation of responses
- F148,904 shares of these securities are held of record by Landmark Growth Capital Partners, L.P. ("LGCP") and 23,287 shares of these securities are held of record by Landmark IAM Growth Capital, L.P. ("Landmark IAM"). Landmark Growth Capital Partners, LLC ("LGCP LLC") is the general partner of both 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.
- F2These securities are held of record by LGCP and Landmark IAM. LGCP LLC is the general partner of both LGCP and Landmark IAM, and LEA LLC is the managing member of LGCP LLC. This report on Form 4 is jointly filed by LGCP, Landmark IAM, LGCP LLC and LEA 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. 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
- F3On May 11, 2018, LGCP and Landmark IAM exercised a warrant to purchase 72,191 shares of common stock for $9.35 a share. LGCP and Landmark IAM paid the exercise price on a cashless basis, resulting in issuer withholding of 24,440 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 47,751 shares. TPIC also paid $46.95 to LGCP and Landmark IAM in lieu of a fractional shares.
- F4These securities are exercisable for Common Stock and are exercisable at any time until the earlier of (i) December 24, 2022, (ii) two (2) years following the effective date of the issuer's initial public offering or (iii) the date of a merger event, as defined in the warrant.