SEC Form 4 · accession 0001562180-18-003398
TPI COMPOSITES, INC · TPIC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
ELEMENT PARTNERS II LP
10% Owner
ELEMENT PARTNERS II INTRAFUND LP
10% Owner
Element II G.P., LLC
10% Owner
Element Partners II G.P., L.P.
10% Owner
Period of report
Jul 20, 2018
Accepted (ET)
Jul 24, 2018 · 5:47 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 | Jul 20, 2018 | X | 72,191 | $9.35 | A | 7,521,039 | I | See Footnote |
| Common StockF2 | Jul 20, 2018 | S | 22,836 | $29.56 | D | 7,498,203 | 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 | Jul 20, 2018 | X | 72,191 | A | — | — | Common Stock | 72,191 | 0 | I |
Explanation of responses
- F171,109 shares of these securities are held of record by Element Partners II, L.P. ("EP II") and 1,082 shares of these securities are held of record by Element Partners II Intrafund, L.P. ("Intrafund"). Element Partners II G.P., L.P. ("GP LP") is the general partner of both EP II and Intrafund, and Element II G.P., LLC ("GP LLC") is the general partner of GP LP. The Reporting Person is a managing member of GP 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 1943, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any.
- F2These securities are held of record by EP II and Intrafund. GP LP is the general partner of both EP II and Intrafund, and GP LLC is the general partner of GP LP. This report on Form 4 is jointly filed by EP II, Intrafund, GP LP and GP 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.
- F3Pursuant to the terms and conditions of the underlying warrant agreements, 72,191 shares of common stock underlying the warrants were deemed to have been automatically exercised on a cashless, net issuance basis immediately prior to the expiration of the warrants, which expiration occurred on the second anniversary of the Issuer's initial public offering. As a result of this net issuance, the Issuer withheld 22,836 shares underlying the warrants to pay the exercise price and issued to EP II and Intrafund the remaining 49,355 shares. The Issuer also paid $46.31 to EP II and Intrafund in lieu of 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.