| Item 1. | |
| (a) | Name of issuer:
TPI COMPOSITES, INC |
| (b) | Address of issuer's principal executive
offices:
9200 E. Pima Center Parkway, Suite 250, Scottsdale, Arizona, 85258 |
| Item 2. | |
| (a) | Name of person filing:
This Schedule 13G is jointly filed by Dere Construction Taahhut A.S. ("Dere Construction"), Zeki Bora Turan and Emre Birhekimoglu (collectively, the "Reporting Persons"). Unless otherwise noted, this Schedule 13G reflects the Reporting Persons' ownership of Common Stock as of December 3, 2023. This Schedule 13G represents cumulative information that would have otherwise been required to reported on separate Schedule 13G amendments. As of October 6, 2023, the Reporting Persons beneficially owned, in the aggregate, 2,381,335 shares of Common Stock, representing approximately 5.59% of the outstanding Common Stock, based upon 42,568,887 shares of the Company's common stock outstanding as of July 31, 2023, according to the Company's Quarterly Report on Form 10-Q filed on August 3, 2023. As of October 30, 2023, the Reporting Persons beneficially owned, in the aggregate, 4,440,265 shares of Common Stock, representing 10.41% of the outstanding Common Stock, based upon 42,568,887 shares of the Company's common stock outstanding as of July 31, 2023, according to the Company's Quarterly Report on Form 10-Q filed on August 3, 2023. The Reporting Persons' ownership of Common Stock subsequent to December 3, 2023 will be reported in a Schedule 13D, which will represent an amendment to this Schedule 13G. On September 15, 2023, Dere Construction transferred its 1,227,708 shares of Common Stock to Mr. Turan. |
| (b) | Address or principal business office or, if
none, residence:
The principal business address of each of the Reporting Persons is Akdeniz Mah, Cumhuriyet Bulvari, Bulvar Is Hani 109/27, 35210 Konak, Izmir Turkey. |
| (c) | Citizenship:
Dere Construction is a joint-stock company organized under the laws of Turkey. Mr. Turan and Mr. Birhekimoglu are citizens of Turkey. |
| (d) | Title of class of securities:
Common Stock, par value $0.01 per share |
| (e) | CUSIP No.:
87266J104 |
| Item 3. | If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
The Reporting Persons beneficially own 4,466,640 shares of Common Stock. |
| (b) | Percent of class:
The number of shares of Common Stock beneficially owned by the Reporting Persons represent 10.49% of the Issuer's outstanding Common Stock, based upon 42,571,228 shares of the Company's common stock outstanding as of October 31, 2023, according to the Company's Quarterly Report on Form 10-Q filed on November 2, 2023. % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Mr. Turan has sole power to vote or direct the vote of the 4,440,265 shares of Common Stock he beneficially owns. Mr. Birhekimoglu has sole power to vote or direct the vote of the 26,375 shares of Common Stock he beneficially owns.
|
| | (ii) Shared power to vote or to direct the
vote:
None of the Reporting Persons have shared power to vote or to direct the vote of the shares of Common Stock they beneficially own.
|
| | (iii) Sole power to dispose or to direct the
disposition of:
Mr. Turan has sole power to dispose or direct the disposition of the 4,440,265 shares of Common Stock he beneficially owns. Mr. Birhekimoglu has sole power to dispose or direct the disposition of the 26,375 shares of Common Stock he beneficially owns.
|
| | (iv) Shared power to dispose or to direct the
disposition of:
None of the Reporting Persons have shared power to dispose or direct the disposition of the shares of Common Stock they beneficially own.
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members of
the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule
13d-1(c)