SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol TPI COMPOSITES, INC [ TPIC ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 07/27/2016 | ||||||||||||||||||||||||||
4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 07/27/2016 | C | 2,008,972(1) | A | (1) | 5,842,021 | I(2) | See Footnote(2) | ||
Common Stock | 07/27/2016 | P | 181,818(3) | A | (3) | 6,023,839 | I(2) | See Footnote(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Convertible Preferred Stock | (4) | 07/27/2016 | C | 327.028 | (4) | (4) | Common Stock | 411,749 | $0.00 | 0 | I(2) | See Footnote(2) | |||
Series B Convertible Preferred Stock | (5) | 07/27/2016 | C | 225.63 | (5) | (5) | Common Stock | 289,459 | $0.00 | 0 | I(2) | See Footnote(2) | |||
Series B-1 Convertible Preferred Stock | (6) | 07/27/2016 | C | 242.319 | (6) | (6) | Common Stock | 438,291 | $0.00 | 0 | I(2) | See Footnote(2) | |||
Series C Convertible Preferred Stock | (7) | 07/27/2016 | C | 163.539 | (7) | (7) | Common Stock | 193,206 | $0.00 | 0 | I(2) | See Footnote(2) | |||
Senior Redeemable Preferred Stock | (8) | 07/27/2016 | C | 40 | (8) | (8) | Common Stock | 190,380 | $0.00 | 0 | I(2) | See Footnote(2) | |||
Subordinated Convertible Promissory Note | (9) | 07/27/2016 | C | 485,887 | (9) | (9) | Common Stock | 485,887 | $11 | 0 | I(2) | See Footnote(2) |
Explanation of Responses: |
1. This transaction represents the total number of shares of Common Stock of the Issuer (the "Issuer Common Stock") received upon the conversion of the Issuer's Series A Convertible Preferred Stock (the "Series A Shares"), Series B Convertible Preferred Stock (the "Series B Shares"), Series B-1 Convertible Preferred Stock (the "Series B-1 Shares"), Series C Convertible Preferred Stock (the "Series C Shares") and Senior Redeemable Preferred Stock (the "Senior Shares"). The Series A Shares, Series B Shares, Series B-1 Shares, Series C Shares and Senior Shares and are collectively referred to herein as the "Preferred Shares". |
2. 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 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. |
3. These securities were purchased in the initial public offering of the Issuer. |
4. The Series A Shares automatically converted into Issuer Common stock on an approximately 1,259.06-for-1 basis upon the closing of the initial public offering of the Issuer without payment or further consideration. The Series A Shares were convertible at any time at the election of the Reporting Person and had no expiration date. |
5. The Series B Shares automatically converted into Issuer Common stock on an approximately 1,282.90-for-1 basis upon the closing of the initial public offering of the Issuer without payment or further consideration. The Series B Shares were convertible at any time at the election of the Reporting Person and had no expiration date. |
6. The Series B-1 Shares automatically converted into Issuer Common stock on an approximately 1,808.75-for-1 basis upon the closing of the initial public offering of the Issuer without payment or further consideration. The Series B-1 Shares were convertible at any time at the election of the Reporting Person and had no expiration date. |
7. The Series C Shares automatically converted into Issuer Common stock on an approximately 1,181.41-for-1 basis upon the closing of the initial public offering of the Issuer without payment or further consideration. The Series C Shares were convertible at any time at the election of the Reporting Person and had no expiration date. |
8. The Senior Shares automatically converted into Issuer Common stock on an approximately 4,759.60-for-1 basis upon the closing of the initial public offering of the Issuer without payment or further consideration. The Senior Shares were convertible at any time at the election of the Reporting Person and had no expiration date. |
9. These securities automatically converted into Issuer Common stock upon the closing of the initial public offering of the Issuer without payment or further consideration. These securities converted at a price of $11.00 per share. |
Remarks: |
/s/ Steven G. Fishbach, Attorney-in-Fact | 07/29/2016 | |
** 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 4 (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. |