| 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)
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2. Issuer Name and Ticker or Trading Symbol
FTC Solar, Inc. [ FTCI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/03/2023 | ||||||||||||||||||||||||||
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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 | ||||||
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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 | ||||||||
| OPTIONS (Rights to Buy) | $8.14 | 04/03/2023 | D(1) | 1,053,750 | (2) | (2) | Common Stock | 1,053,750 | (1) | 0 | D | ||||
| OPTIONS (Rights to Buy) | $2.48 | 04/03/2023 | A(1) | 526,875 | (3)(4) | (3)(4) | Common Stock | 526,875 | (1) | 526,875 | D | ||||
| OPTIONS (Rights to Buy) | $8.14 | 04/03/2023 | D(1) | 1,053,750 | (5) | (5) | Common Stock | 1,053,750 | (1) | 0 | D | ||||
| OPTIONS (Rights to Buy) | $2.48 | 04/03/2023 | A(1) | 526,875 | (6)(7) | (6)(7) | Common Stock | 526,875 | (1) | 526,875 | D | ||||
| Explanation of Responses: |
| 1. The transactions reported herein reflect an amendment to options initially granted on September 24, 2021 (the "Initial Grant Date"). This amendment became effective on April 3, 2023 and is being reported in this manner solely to comply with the technical reporting requirements under Section 16(a) of the Securities Exchange Act of 1934, as amended. |
| 2. These options were subject to a four year installment vesting schedule to commence on the first date after which the common stock of FTC Solar, Inc. (the "Issuer") (a) closed above $30 per share on both the first and last day of any 90 day period, (b) closed above $30 per share on both the first and last day of any 60 trading day period during such 90 day period and (c) closed above $30 per share on at least 45 trading days during such 60 trading day period, provided that the options were to be forfeited to the extent that such date had not occurred within four years of the Initial Grant Date or between the four-year anniversary and the seven-year anniversary of the Initial Grant Date in certain circumstances. |
| 3. The "$10 Effective Date" shall mean the first date after which the Issuer's common stock has (a) closed above $10 per share on both the first and last day of any 90 calendar day period, (b) closed above $10 per share on both the first and last day of any 60 trading day period during such 90 calendar day period and (c) closed above $10 per share on at least 45 trading days during such 60 trading day period; provided, that such date must occur either (X) within the first four years from the Initial Grant Date or (Y) between the four-year anniversary of the Initial Grant Date and the seven-year anniversary of the Initial Grant Date if the $21 Effective Date (as defined below) shall have also occurred as of such date. For clarity, if the $10 Effective Date never occurs, these options will not vest and will be forfeited upon the earlier of (i) the reporting person's departure or (ii) the seven-year anniversary of the Initial Grant Date. |
| 4. These options are subject to a four year vesting period as follows: (a) 25% of such options will vest on the one-year anniversary of the $10 Effective Date (as defined below) and (b) 1/48 of such options will vest at the end of each month thereafter until the four-year anniversary of the $10 Effective Date; provided, in each case, that the reporting person is an active employee as of each such relevant vesting date. |
| 5. These options were subject to a four year installment vesting schedule commencing on the first date after which the Issuer common stock (a) closed above $60 per share on both the first and last day of any 90 day period, (b) closed above $60 per share on both the first and last day of any 60 trading day period during such 90 day period and (c) closed above $60 per share on at least 45 trading days during such 60 trading day period, provided that the options were to be forfeited to the extent that such date had not occurred within seven years of the Initial Grant Date. |
| 6. These options are subject to a four year vesting period as follows: (i) 25% of such options will vest on the one-year anniversary of the $21 Effective Date and (ii) 1/48 of such options will vest at the end of each month thereafter until the four-year anniversary of the $21 Effective Date; provided, in each case, that the reporting person is an active employee as of each such relevant vesting date. |
| 7. The "$21 Effective Date" shall mean the first date after which the Issuer's common stock has (a) closed above $21 per share on both the first and last day of any 90 calendar day period, (b) closed above $21 per share on both the first and last day of any 60 trading day period during such 90 calendar day period and (c) closed above $21 per share on at least 45 trading days during such 60 trading day period; provided, that such date must occur within the first seven years from the Initial Grant Date. For clarity, if the $21 Effective Date never occurs, these options will not vest and will be forfeited upon the earlier of (i) the reporting person's departure or (ii) the seven-year anniversary of the Initial Grant Date. |
| Remarks: |
| /s/ Jacob D. Wolf, as Attorney-in-Fact | 04/03/2023 | |
| ** 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. | ||
