Bennett David P Form 4 Nextracker / David P Bennett ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Bennett David P

(Last) (First) (Middle)

C/O NEXTRACKER INC.

6200 PASEO PADRE PARKWAY

(Street)

FREMONT CA 94555

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Nextracker Inc. [ NXT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2024

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/21/2024		A		95,274(1)(2)(3)	A	$0(1)	111,726	D
Common Stock	05/21/2024		A		16,782(4)	A	$0(4)	128,508	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock Units	(3)(5)	05/21/2024		A		23,214(3)(5)		(3)(5)	(3)(5)	Common Stock	23,214	(3)(5)	41,762.4	D

Explanation of Responses:

1. Reflects performance stock units ("PSUs"), originally granted to the Reporting Person on June 21, 2023, which were initially earned upon certification by the Board of Directors of the Issuer on May 21, 2024 of the level of achievement of the financial performance metrics applicable to the PSUs for the performance period from April 1, 2023 to March 31, 2024. The PSUs remain subject to an rTSR modifier performance metric for the performance period from April 1, 2023 to March 31, 2026, pursuant to which the number of shares earned based on achievement of the financial performance metrics can be adjusted between 75% - 150%.

2. The amount reported herein reflects 75% of the number of PSUs earned based on achievement of the financial performance metrics, which is the minimum amount of PSUs that will be earned and eligible to vest at the end of the three-year performance period, subject generally to the Reporting Person's continued employment with the Issuer through such date.

3. Each earned PSU reflects the right to receive one share of the Issuer's common stock upon satisfaction of the applicable vesting conditions.

4. Reflects an award of restricted stock units ("RSUs") granted to the Reporting Person on May 21, 2024. Each RSU represents a contingent right to receive one share of the Issuer's common stock. The RSUs vest 30% on May 21, 2025, 30% on May 21, 2026, and 40% on May 21, 2027, subject to the Reporting Person's continued service to the Issuer through the relevant vesting date and acceleration in certain circumstances.

5. Reflects the second tranche of an award of PSUs, originally granted to the Reporting Person on April 6, 2022, which was earned upon the certification by the Board of Directors of the Issuer on May 21, 2024 of the level of achievement of the performance metrics applicable to the PSUs for the performance period from April 1, 2023 to March 31, 2024. The earned PSUs will service-vest on March 31, 2025, subject generally to the Reporting Person's continued employment with the Issuer through such date.

	/s/ Philip Reuther, as attorney-in-fact for David Bennett	05/22/2024
	** 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 4 (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).
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