| 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 | ||||
| Stock Option (Right to Buy) | (1) | 08/20/2018 | Common Stock | 6,331 | 8.4927 | D | |
| Stock Option (Right to Buy) | (2) | 05/29/2025 | Common Stock | 32,400 | 10.8722 | D | |
| Restricted Stock Units | (3) | (3) | Common Stock | 18,000 | 0.00(4) | D | |
| Explanation of Responses: |
| 1. These securities are fully vested. |
| 2. 25% of these securities vest on the first anniversary of the effective date of the initial public offering of the Issuer, and 6.25% vest on each quarterly anniversary thereafter, such that 100% of the securities vest on the fourth anniversary of this offering; provided, that the Reporting Person continues to provide service to the Issuer through each applicable vesting date. |
| 3. One-third of the restricted stock units ("RSUs") vest on each of the first, second and third anniversaries of the effective date of the initial public offering of the Issuer; provided, that the Reporting Person continues to provide service to the Issuer through each applicable vesting date. The RSUs do not have an expiration date. |
| 4. Each RSU represents a contingent right to receive one share of Common Stock. All unvested RSUs will automatically expire upon Reporting Person's termination of service from the Issuer. |
| Remarks: |
| /s/ Steven G. Fishbach, Attorney-in-Fact | 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. | ||
