GE Ventures Form 4 Change in insider ownership

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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X

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^*

GENERAL ELECTRIC CO

(Last) (First) (Middle)

3135 EASTON TURNPIKE

(Street)

FAIRFIELD CT 06828

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/27/2016

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

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

	Form filed by One Reporting Person
X	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	07/27/2016		C		2,843,664(2)	A	(2)	2,843,664	I	Note (1)

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
Series B Convertible Preferred Stock	(3)	07/27/2016		C			1,715.1869	(3)	(3)	Common Stock	2,200,383	$0	0	I	Note(1)
Series B-1 Convertible Preferred Stock	(4)	07/27/2016		C			171.452	(4)	(4)	Common Stock	310,113	$0	0	I	Note(1)
Senior Redeemable Preferred Stock	(5)	07/27/2016		C			60	(5)	(5)	Common Stock	285,573	$0	0	I	Note(1)
Super Senior Redeemable Preferred Stock	(6)	07/27/2016		C			10	(6)	(6)	Common Stock	47,595	$0	0	I	Note(1)

1. Name and Address of Reporting Person^*

GENERAL ELECTRIC CO

(Last) (First) (Middle)

3135 EASTON TURNPIKE

(Street)

FAIRFIELD CT 06828

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GE Ventures Ltd

(Last) (First) (Middle)

3220 AVIATION HOUSE

WESTPARK

(Street)

SHANNON, COUNTY CLARE L2 00000

(City) (State) (Zip)

Explanation of Responses:

1. Directly owned by GE Ventures Limited, which is a wholly-owned subsidiary of General Electric Company ("General Electric"). General Electric disclaims beneficial ownership of the securities of the Issuer held by GE Ventures Limited, except to the extent of its pecuniary interest, and the filing of this Form shall not be deemed an admission that General Electric is the beneficial owner of any equity securities of the Issuer for purposes of Section 16 or any other purpose.

2. This transaction represents the total number of shares of Common Stock of the Issuer (the "Issuer Common Stock") received upon the conversion of the Issuer's Series B Convertible Preferred Stock (the "Series B Shares"), Series B-1 Convertible Preferred Stock (the "Series B-1 Shares"), Senior Redeemable Preferred Stock (the "Senior Shares") and Super Senior Redeemable Preferred Stock (the "Super Senior Shares"). The Series B Shares, Series B-1 Shares, Senior Shares and Super Senior Shares are collectively referred to herein as the "Preferred Shares".

3. The Series B Shares automatically converted into Issuer Common Stock on an approximately 1,282.90-for-1 basis upon the closing of the initial public offering of the Issuer without payment or further consideration. The Series B Shares were convertible at any time at the election of the Reporting Person and had no expiration date.

4. The Series B-1 Shares automatically converted into Issuer Common Stock on an approximately 1,808.75-for-1 basis upon the closing of the initial public offering of the Issuer without payment or further consideration. The Series B-1 Shares were convertible at any time at the election of the Reporting Person and had no expiration date.

5. The Senior Shares automatically converted into Issuer Common Stock on an approximately 4,759.60-for-1 basis upon the closing of the initial public offering of the Issuer without payment or further consideration. The Senior Shares were convertible at any time at the election of the Reporting Person and had no expiration date.

6. The Super Senior Shares automatically converted into Issuer Common Stock on an approximately 4,759.60-for-1 basis upon the closing of the initial public offering of the Issuer without payment or further consideration. The Super Senior Shares were convertible at any time at the election of the Reporting Person and had no expiration date.

Remarks:

Exhibit 99.1 - Joint Filer Information, incorporated herein by reference.

	/s/ Barbara Lane, Attorney-in-fact/General Electric Company	07/29/2016
	** Signature of Reporting Person	Date
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