| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 07/21/2016 | 3. Issuer Name and Ticker or Trading Symbol TPI COMPOSITES, INC [ TPIC ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 3,833,049 | I | See Note(1) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (Right to Buy) | (2) | 05/29/2025 | Common Stock | 18,000 | 10.8722 | D | |
| Restricted Stock Units | (3) | (3) | Common Stock | 2,880 | 0.00(4) | D | |
| Series A Convertible Preferred Stock | (5) | (5) | Common Stock | 411,749 | (5) | I | See Note(1) |
| Series B Convertible Preferred Stock | (5) | (5) | Common Stock | 289,459 | (5) | I | See Note(1) |
| Series B-1 Convertible Preferred Stock | (5) | (5) | Common Stock | 438,291 | (5) | I | See Note(1) |
| Series C Convertible Preferred Stock | (5) | (5) | Common Stock | 193,206 | (5) | I | See Note(1) |
| Senior Redeemable Preferred Stock | (5) | (5) | Common Stock | 190,380 | (5) | I | See Note(1) |
| Common Warrant | (6) | (6) | Common Stock | 72,191 | 9.35 | I | See Note(1) |
| Subordinated Convertible Promissory Note | (7) | (7) | Common Stock | 485,887 | 11 | I | See Note(1) |
| Explanation of Responses: |
| 1. These 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 has been designated as a representative to serve on the Issuer's board of directors by LEA LLC and is an advisor to LEA LLC. The Reporting Person may be deemed to share voting and investment power with respect to all shares held by 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. |
| 2. 25% of these securities vest on the first anniversary of the effective date of the initial public offering of the Issuer, and 6.25% vest on each quarterly anniversary thereafter, such that 100% of these securities vest on the fourth anniversary of this offering; provided, that the Reporting Person continues to provide service continuously to the Issuer through each applicable vesting date. |
| 3. All of the restricted stock units ("RSUs") vest on the first anniversary date of the effective date of the initial public offering of the Issuer; provided, that the Reporting Person continues to provide service to the Issuer through the vesting date. The RSUs do not have an expiration date. |
| 4. Each RSU represents a contingent right to receive one share of Common Stock. All unvested RSUs will automatically expire upon Reporting Person's termination of service from the Issuer. |
| 5. These securities are convertible at any time into shares of the Issuer's Common Stock at the holder's election and automatically convert, upon the closing of the Issuer's initial public offering, into the number of shares of Common Stock shown in column 3 above. These securities do not have an expiration date. |
| 6. These securities are exercisable for Common Stock and are exercisable at any time until the earlier of (i) December 29, 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 therein. |
| 7. These securities are exercisable (a) immediately prior to the completion of any Change of Control or Qualified Initial Public Offering, or (b) at the election of the Reporting Person, at any time after the occurrence of an event of default, and are convertible into shares of Issuer common stock at a conversion price equal to the public offering price per share. |
| Remarks: |
| /s/ Steven G. Fishbach, Attorney-in-Fact | 07/21/2016 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
