| 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) |
| 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 | ||||
| Series A Convertible Preferred Stock | (1) | (1) | Common Stock | 1,501,455 | (1) | D(2) | |
| Series B Convertible Preferred Stock | (1) | (1) | Common Stock | 223,767 | (1) | D(2) | |
| Series B-1 Convertible Preferred Stock | (1) | (1) | Common Stock | 351,460 | (1) | D(2) | |
| Series C Convertible Preferred Stock | (1) | (1) | Common Stock | 1,449,049 | (1) | D(2) | |
| Senior Redeemable Preferred Stock | (1) | (1) | Common Stock | 809,123 | (1) | D(2) | |
| Super Senior Redeemable Preferred Stock | (1) | (1) | Common Stock | 404,562 | (1) | D(2) | |
| Series B Warrants | (3) | (3) | Series B Convertible Preferred Stock | 16.5737 | 8,748.81 | D(2) | |
| Common Warrants | (4) | (4) | Common Stock | 16,042 | 9.35 | D(2) | |
| Subordinated Convertible Promissory Note | (5) | (5) | Common Stock | 107,975 | 11 | D(2) | |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. 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. |
| 2. These securities are held directly by Angeleno Investors II, L.P. Angeleno Group Management II, LLC is the General Partner of Angeleno Investors II, L.P. and Angeleno Group LLC is the Managing Member of Angeleno Group Management II, LLC. Each of the Reporting Persons 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 its pecuniary interest therein, if any. |
| 3. These securities are exercisable for Series B Convertible Preferred Stock and are deemed automatically exercised immediately prior to the closing of the Issuer's initial underwritten public offering of Common Stock pursuant to a registration statement on Form S-1, which public offering has been declared effective by the SEC. These securities are exercisable for a period ending upon the earliest to occur of (i) seven (7) years after the Effective Date, (ii) the date of the Issuer's initial public offering, or (iii) the date of a merger event, as defined therein. |
| 4. These securities are exercisable for Common Stock 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. |
| 5. 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 for Angeleno Investors II, L.P. | 07/21/2016 | |
| /s/ Steven G. Fishbach, Attorney-in-Fact for Angeleno Group Management II, LLC | 07/21/2016 | |
| /s/ Steven G. Fishbach, Attorney-in-Fact for Angeleno Group, LLC | 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. | ||
