Sunnova Energy International (NOVA) Form 4 Sunnova Energy International / Michael P Grasso 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^*

Grasso Michael P

(Last) (First) (Middle)

20 EAST GREENWAY PLAZA,

SUITE 540

(Street)

HOUSTON TX 77046

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sunnova Energy International Inc. [ NOVA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/22/2024

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	03/22/2024		M		4,877	A	$0(1)	65,885	D
Common Stock	03/22/2024		M		9,103	A	$0(1)	74,988	D
Common Stock	03/25/2024		S		7,409(2)	D	$5.89(3)	67,579	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
Restricted Stock Units	(1)	03/22/2024		M			4,877	(4)	(4)	Common Stock	4,877	$0	14,631	D
Restricted Stock Units	(5)	03/22/2024		M			9,103	(6)	(6)	Common Stock	9,103	$0	0	D

Explanation of Responses:

1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of common stock of Sunnova Energy International Inc. ("Common Stock").

2. The sale of such shares of Common Stock was authorized by the Company to cover the tax withholding obligation upon the March 25, 2024 settlement of the restricted stock units that vested on March 22, 2024.

3. The price reported in Column 4 is a weighted average price. These shares of common stock of Sunnova Energy International Inc. ("Common Stock") were sold pursuant to a 10b5-1 plan in multiple transactions at prices ranging from $5.77 to $5.98. The reporting person undertakes to provide to Sunnova Energy International Inc., any security holder thereof, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Common Stock sold at each separate price within the such range.

4. These RSUs were awarded under the Sunnova Energy International Inc. 2019 Long-Term Incentive Plan ("Plan") and vest 25% on the second anniversary of the date of grant, and remaining 75% on the third anniversary beginning March 22, 2024. Common Stock will be delivered to the reporting person no later than 15 days after the RSUs vest.

5. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Common Stock.

6. The RSU's were awarded under the Sunnova Energy International Inc. 2019 Long-Term Incentive Plan ("Plan") and will vest 25% on the first anniversary of the date of grant, 25% on the second anniversary, and 50% on the third anniversary beginning on March 22, 2022. Common Stock will be delivered to the reporting person no later than 15 days after the RSUs vest.

Remarks:

Executive Vice President, Chief Revenue Officer

	/s/ David Searle by Power of Attorney	03/26/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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