SEC Form 4 · accession 0001562180-18-003400

TPI COMPOSITES, INC · TPIC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Michael Lawrence DeRosa

Director · 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 Stock^F1	Jul 20, 2018	X	72,191	$9.35	A	7,521,039	I	See Footnote
Common Stock^F1	Jul 20, 2018	S	22,836	$29.56	D	7,498,203	I	See Footnote
Common Stock	holding	—	—		—	6,620	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,F3	$9.35	Jul 20, 2018	X	72,191	D	—	—	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.
F2Pursuant 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.
F3These 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.