SEC Form 4 · accession 0001562180-18-002548
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 15, 2018
Accepted (ET)
May 17, 2018 · 4:57 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 | May 15, 2018 | M | 3,740 | $0.00 | A | 6,620 | D | |
| Common StockF2 | holding | — | — | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F4 | — | May 15, 2018 | M | 3,740 | D | — | — | Common Stock | 3,740 | 0 | D |
| Restricted Stock UnitsF4,F3 | — | May 15, 2018 | A | 3,397 | A | — | — | Common Stock | 3,397 | 3,397 | 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.
- F23,269,316 shares of these securities are held of record by LGCP and 1,556,926 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 represents a contingent right to receive one share of the common stock. All unvested restricted stock units will automatically expire upon Reporting Person's termination of service from Issuer. This award was granted pursuant to the Company's Amended and Restated Non-Employee Director's Compensation Policy.
- F4All restricted stock units vest on the earlier of (i) the one-year anniversary of the Grant Date or (ii) the next Annual Meeting of Stockholders, subject to the Awardee's continued service as a director of the Board with the Company through such date.