SEC Form 4 · accession 0001562180-18-002497

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

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 Stock^F1	May 11, 2018	X	72,191	$9.35	A	4,850,682	I	See Footnote
Common Stock^F1	May 11, 2018	S	24,440	$27.62	D	4,826,242	I	See Footnote
Common Stock^F3	holding	—	—		—	2,880	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Common Warrants^F1,F4	$9.35	May 11, 2018	X	72,191	D	—	—	Common Stock	72,191	0	I

Explanation of responses

F1These securities are held of record by Landmark Growth Capital Partners, L.P. ("LGCP") and Landmark IAM Growth Capital, L.P. ("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 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. This report shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose
F2On 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 the 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. The issuer also paid $46.95 to the reporting person in lieu of a fractional shares.
F3The Reporting Person is contractually obligated to turn over any proceeds from the sale of these shares to LGCP and 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.
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.