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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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TPI COMPOSITES, INC (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
87266J104 (CUSIP Number) |
Zeki Bora Turan Akdeniz Mahall Cumhuriyet Bulvari, Bulvar Is Hani No: 109/27 Konak, Izmir, W8, 35210 90 532 465 56 51 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/27/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 87266J104 |
| 1 |
Name of reporting person
Dere Construction Taahhut A.S. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TURKEY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,407,232.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
* Percentage based upon 47,609,136 shares of the Issuer's common stock outstanding as of January 31, 2025, according to the Issuer's Annual Report on Form 10-K filed on February 20, 2025.
SCHEDULE 13D
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| CUSIP No. | 87266J104 |
| 1 |
Name of reporting person
ZEKI BORA TURAN | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TURKEY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,999,441.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
25.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
* Percentage based upon 47,609,136 shares of the Issuer's common stock outstanding as of January 31, 2025, according to the Issuer's Annual Report on Form 10-K filed on February 20, 2025.
SCHEDULE 13D
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| CUSIP No. | 87266J104 |
| 1 |
Name of reporting person
Alp Kirmizioglu | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
100.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
* Percentage based upon 47,609,136 shares of the Issuer's common stock outstanding as of January 31, 2025, according to the Issuer's Annual Report on Form 10-K filed on February 20, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
TPI COMPOSITES, INC | |
| (c) | Address of Issuer's Principal Executive Offices:
9200 E. Pima Center Parkway, Suite 250, Scottsdale,
ARIZONA
, 85258. | |
Item 1 Comment:
This Amendment No. 1 (this "Amendment") amends the statement on Schedule 13D filed with the U.S. Securities and Exchange Commission on February 12, 2025 (as amended, the "Schedule 13D") by Dere Construction Taahhut A.S. ("Dere Construction"), Zeki Bora Turan, Emre Birhekimoglu and Alp Kirmizioglu. Dere Construction, Mr. Turan and Mr. Kirmizioglu are collectively referred to as the "Reporting Persons." Mr. Birhekimoglu no longer owns any shares of Common Stock and is no longer a Reporting Person. The Reporting Persons and Mr. Birhekimoglu are referred to as the "Investor Group." Capitalized terms used but not defined in this Amendment No. 1 have the meanings set forth in the Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended and restated as follows:
Dere Construction purchased the Common Stock owned directly by it with working capital. Mr. Turan and Mr. Kirmizioglu purchased the Common Stock owned directly by each of them with personal funds. The shares of Common Stock reported herein were purchased for an aggregate purchase price of $29,250,741.68. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended to add the following:
The Reporting Persons acquired the Common Stock for investment purposes. The Reporting Persons have expressed an interest in having a representative on the board of directors of the Issuer (the "Board"). On February 27, 2025, the Investor Group entered into a Cooperation Agreement with the Issuer. Pursuant to the Cooperation Agreement, the Issuer has agreed to extend the deadline for notice of director nominations for consideration at the 2025 annual meeting of stockholders of the Issuer (the "2025 Annual Meeting") to March 31, 2025. In addition, the Issuer has agreed that it will not hold the 2025 Annual Meeting prior to June 15, 2025.
Pursuant to the Cooperation Agreement, the Reporting Persons have agreed to certain standstill provisions that are effective until March 29, 2025, including, among other things, agreeing not to, subject to certain exceptions, (i) acquire cumulative ownership (directly or indirectly) of more than 26.0% of the Issuer's outstanding common stock, (ii) transfer its shares of common stock to any third party that would result in such third party owning more than 4.9% of the Issuer's outstanding common stock, (iii) nominate or publicly recommend for nomination any person for election to the Board, (iv) make or be the proponent of any stockholder proposal, (v) engage in any solicitation of proxies or consents with respect to any matter or proposal, (vi) initiate or participate in any tender or exchange offer, merger, consolidation or other extraordinary transaction involving the Issuer, (vii) subject any voting securities of the Issuer to any voting arrangement or agreement, or (viii) acquire or engage in any transaction involving synthetic equity interests or short interests in the Issuer.
The information set forth in this Item 4 is subject to change or update from time to time, and there can be no assurances that the Reporting Persons will or will not exercise or take, or cause to be exercised or taken, any of the arrangements, transactions or other actions described above or actions similar thereto. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 (a) and (b) is hereby amended and restated as follows:
(a) The Reporting Persons beneficially own in the aggregate 11,999,541 shares of Common Stock which represents 25.2% of the outstanding Common Stock, based upon 47,609,136 shares of the Issuer's common stock outstanding as of January 31, 2025, according to the Issuer's Annual Report on Form 10-K filed on February 20, 2025. | |
| (b) | (b) With respect to any rights or powers to vote, or to direct the vote of, or to dispose of, or direct the disposition of, the Common Stock owned by the Reporting Persons:
(i) sole power to vote or to direct the vote:
Mr. Turan has sole power to vote or direct the vote of the 7,592,209 shares of Common Stock he beneficially owns. Mr. Kirmizioglu has sole power to vote or direct the vote of 100 shares of Common Stock he beneficially owns.
(ii) shared power to vote or to direct the vote:
Dere Construction and Mr. Turan have shared power to vote or direct the vote of the 4,407,232 shares of Common Stock they beneficially own.
(iii) sole power to dispose or to direct the disposition:
Mr. Turan has sole power to dispose or direct the disposition of the 7,592,209 shares of Common Stock he beneficially owns. Mr. Kirmizioglu has sole power to dispose or direct the disposition of the 100 shares of Common Stock he beneficially owns.
(iv) shared power to dispose or to direct the disposition:
Dere Construction and Mr. Turan have shared power to dispose or direct the disposition of the 4,407,232 shares of Common Stock they beneficially own. | |
| (c) | Item 5 (c) is hereby amended by adding the following:
(c) The table included on Schedule 1 hereto sets forth all transactions with respect to the Common Stock effected since the last filing. | |
| (d) | (d) No persons other than the Reporting Persons are known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Except as otherwise described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. | ||
| Item 7. | Material to be Filed as Exhibits. | |
2. Cooperation Agreement, dated February 27, 2025 by and among the members of the Investor Group and the Issuer, incorporated by reference to Exhibit 1.1 to the Form 8-K filed by the Issuer on February 27, 2025. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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