TPI Composites Form 3 / Ramesh Gopalakrishnan ownership change

SEC Form 3

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^*

Gopalakrishnan Ramesh

(Last)

(First)

(Middle)

8501 NORTH SCOTTSDALE ROAD

SUITE 100

(Street)

SCOTTSDALE

85253

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/01/2019

3. Issuer Name and Ticker or Trading Symbol
TPI COMPOSITES, INC [ TPIC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Operating Officer - Wind

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)
Common Stock	2,555	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Options (Right to buy)	⁽¹⁾	09/12/2026	Common Stock	2,006	18.7	D
Stock Options (Right to buy)	⁽¹⁾	09/12/2026	Common Stock	27,653	18.7	D
Restricted Stock Units	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Common Stock	3,490	0.00⁽²⁾	D
Restricted Stock Units	⁽²⁾⁽⁴⁾	⁽²⁾⁽⁴⁾	Common Stock	7,981	0.00⁽²⁾	D
Restricted Stock Units	⁽²⁾⁽⁵⁾	⁽²⁾⁽⁵⁾	Common Stock	3,308	0.00⁽²⁾	D
Restricted Stock Units	⁽²⁾⁽⁶⁾	⁽²⁾⁽⁶⁾	Common Stock	6,583	0.00⁽²⁾	D
Restricted Stock Units	⁽²⁾⁽⁷⁾	⁽²⁾⁽⁷⁾	Common Stock	2,563	0.00⁽²⁾	D

Explanation of Responses:

1. 25% of the securities underlying the original stock option grant vested on September 12, 2017 and 6.25% vest on each quarterly anniversary thereafter, provided, that the Reporting Person continues to provide service to the Issuer through each applicable vesting date.

2. Each restricted stock unit (RSU) represents a contingent right to receive one share of the common stock. All unvested RSUs will automatically expire upon Reporting Person's termination of service from Issuer.

3. The RSUs underlying the original restricted stock unit grant vest in three tranches as follows: 20% vested on March 7, 2018, 30% vested on March 7, 2019 and 50% will vest on March 7, 2020; provided, that the Reporting Person continues to provide service to the Issuer through the applicable vesting date.

4. The RSUs will vest in three tranches: 1/3 will vest upon the Issuer's common stock achieving a market price of $28, 1/3 will vest upon the Issuer's common stock achieving a market price of $33 and 1/3 will vest upon the Issuer's common stock achieving a market price of $38, in each case during the performance period starting on January 1, 2018 and ending on December 31, 2020; provided, that the Reporting Person continues to provide services to the Issuer through the end of the performance period.

5. 100% of the RSUs will vest on March 14, 2021; provided, that the Reporting Person continues to provide services to the Issuer through the vesting date.

6. The RSUs will vest in three tranches: 1/3 will vest upon the Issuer's common stock achieving a market price of $36, 1/3 will vest upon the Issuer's common stock achieving a market price of $42 and 1/3 will vest upon the Issuer's common stock achieving a market price of $48, in each case during the performance period starting on January 1, 2019 and ending on December 31, 2021; provided, that the Reporting Person continues to provide services to the Issuer through the end of the performance period.

7. 100% of the RSUs will vest on March 6, 2022; provided, that the Reporting Person continues to provide services to the Issuer through the vesting date.

Remarks:

	/s/ Steven G. Fishbach, Attorney-in-Fact	05/03/2019
	** 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.

TPI Composites (TPIC) Form 3TPI COMPOSITES / Ramesh Gopalakrishnan ownership change