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 Sunnova Energy International Inc. [ NOVA ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 05/19/2020 | ||||||||||||||||||||||||||
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 | 05/19/2020 | J(1) | 1,345,780 | D | $0 | 0 | I | See Footnote(2) | ||
Common Stock | 05/19/2020 | J(3) | 98,110 | D | $0 | 0 | I | See Footnote(4) | ||
Common Stock | 491,750 | I | See Footnotes(5)(6) | |||||||
Common Stock | 26,868 | I | See Footnotes(5)(7) | |||||||
Common Stock | 6,012 | I | See Footnote(8) | |||||||
Common Stock | 3,355 | I | See Footnote(9) |
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 |
Explanation of Responses: |
1. Triangle Peak Partners II, LP distributed 1,747,759 shares of common stock of Sunnova Energy International Inc. ("Common Stock") to its partners on a pro rata basis. The reporting person retained indirect benefical ownership of 401,979 shares of such Common Stock after giving effect to the distribution, as described in footnotes 6, 8 and 9 of this Form 4. |
2. Such shares of Common Stock were previously reported as being held indirectly by the reporting person through Triangle Peak Partners II, LP. The reporting person serves as the Manager of the general partner, TPP II General Partner, LLC, for, and he and his spouse indirectly hold interests in, Triangle Peak Partners II, LP. |
3. TPP II Annex Fund, LP distributed 104,998 shares of Common Stock to its partners on a pro rata basis. The reporting person retained indirect benefical ownership of 6,888 shares of such Common Stock after giving effect to the distribution, as described in footnotes 6, 7 and 9 of this Form 4. |
4. Such shares of Common Stock were previously reported as being held indirectly by the reporting person through TPP II Annex Fund, LP. The reporting person serves as the Manager of the general partner, TPP II General Partner, LLC, for, and he and his spouse indirectly hold interests in, TPP II Annex Fund, LP. |
5. The reporting person disclaims beneficial ownership of this Common Stock except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such Common Stock for purposes of Section 16 or for any other purpose. |
6. Such shares of Common Stock are owned directly by Portcullis Partners, LP, and include (i) 392,962 shares of Common stock received in a pro rata distribution from Triangle Peak Partners II, LP to its partners, as described in footnote 1 of this Form 4, and (ii) 4,670 shares of Common Stock received in a pro rata distribution from TPP II Annex Fund, LP to its partners, as described in footnote 3 of this Form 4. Such shares of Common Stock were previously reported as being held indirectly by the reporting person through the foregoing entities, but are now held indirectly by the reporting person through Portcullis Partners, LP. The reporting person serves as the Manager of the general partner, Portcullis G.P., LLC, for, and he and his spouse indirectly hold interests in, Portcullis Partners, LP. |
7. Such shares of Common Stock are owned directly by Portcullis Investments, LP, and include 1,868 shares of Common Stock received in a pro rata distribution from TPP II Annex Fund, LP to its partners, as described in footnote 3 of this Form 4. Such shares of Common Stock were previously reported as being held indirectly by the reporting person through TPP II Annex Fund, LP, but are now held indirectly by the reporting person through Portcullis Investments, LP. The reporting person serves as the Manager of the general partner, Portcullis G.P., LLC, for, and he and his spouse indirectly hold interests in, Portcullis Investments, LP. |
8. Such shares of Common Stock are owned directly by Michael and Christine Morgan 2001 Investment Trust. The reporting person and his spouse are co-trustees and beneficiaries of the Michael and Christine Morgan 2001 Investment Trust. |
9. Such shares of Common Stock are owned directly by The Coastal Hacienda Revocable Trust. The reporting person and his spouse are co-trustees and beneficiaries of The Coastal Hacienda Revocable Trust. |
Remarks: |
/s/ Walter A. Baker by Power of Attorney | 05/19/2020 | |
** 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. |