Wassong David Form 4 Sunnova Energy International / Ravi Yadav ownership change

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^*

Newlight Partners LP

(Last) (First) (Middle)

390 PARK AVENUE

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sunnova Energy International Inc. [ NOVA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/09/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
9.75% Convertible Senior Notes(1)	$13.5	06/12/2020		X		$10,000,000		05/14/2020	04/28/2025	Common Stock	740,741	$9,575,833(2)	$40,000,000	D(3)(4)
Option (right to buy) 9.75% Convertible Senior Notes(1)	$13.5	06/09/2020		X			$10,000,000	05/14/2020	06/13/2020	Common Stock	740,741	$0	0	D(3)(4)

1. Name and Address of Reporting Person^*

Newlight Partners LP

(Last) (First) (Middle)

390 PARK AVENUE

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Newlight GP LLC

(Last) (First) (Middle)

C/O NEWLIGHT PARTNERS LP

390 PARK AVENUE

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Yadav Ravi

(Last) (First) (Middle)

C/O NEWLIGHT PARTNERS LP

390 PARK AVENUE

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

WASSONG DAVID

(Last) (First) (Middle)

C/O NEWLIGHT PARTNERS LP

390 PARK AVENUE

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. Upon exercise of the Reporting Persons' conversion right under the 9.75% Convertible Senior Notes due 2025 ("Convertible Notes"), the Company, at its sole option, will have the right to deliver to the Reporting Persons either cash or common stock. As a result, the Reporting Persons disclaim beneficial ownership of the Convertible Notes and the option to purchase additional Convertible Notes (the "Option"), except to the extent of their pecuniary interests therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the Convertible Notes or the Option for any purpose.

2. The Convertible Notes were issued with original issue discount of 5%. The purchase price for the Convertible Notes issued upon exercise of the Option includes $75,833 of accrued interest.

3. On June 9, 2020, QSIP LP and SCI Partners LP exercised the Option. After exercising the Option, $39,920,000 of the Convertible Notes are held directly by QSIP LP and $80,000 of the Convertible Notes are held directly by SCI Partners LP. Pursuant to an investment management agreement, QSIP LP and certain of its affiliates have delegated sole voting and dispositive power over the Convertible Notes and the Option to Newlight Partners LP (f/k/a Strategic Capital Investment Partners, LP). The general partner of Newlight Partners LP is Newlight GP LLC (f/k/a Strategic Investments Group GP LLC). The sole members of Newlight GP LLC are Ravi Yadav and David Wassong.

4. Mark Longstreth, an employee of Newlight Partners LP (f/k/a Strategic Capital Investment Partners, LP) or one of its affiliates, serves on the Board of Directors of the Company (the "Board"). Solely for the purpose of Section 16 of the Exchange Act of 1934 (the "Exchange Act"), the Reporting Persons may be deemed to be directors-by-deputization as a result of the service of Mr. Longstreth on the Board. For purposes of the exemption under Rule 16b-3 promulgated under the Exchange Act, the Board approved the acquisition of any direct or indirect pecuniary interests in any and all of the shares underlying the Convertible Notes by the Reporting Persons as a result of or in connection with the transaction reported in this Form 4.

Remarks:

Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

	NEWLIGHT PARTNERS LP, By: Newlight GP LLC, its general partner, /s/ David Taylor Name: David Taylor, Title: Attorney-in-Fact	06/15/2020
	NEWLIGHT GP LLC, /s/ David Taylor Name: David Taylor, Title: Attorney-in-Fact	06/15/2020
	RAVI YADAV, /s/ David Taylor Name: David Taylor, Title: Attorney-in-Fact	06/15/2020
	DAVID WASSONG, /s/ David Taylor Name: David Taylor, Title: Attorney-in-Fact	06/15/2020
	** Signature of Reporting Person	Date
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