Sunnova Energy International (NOVA) Form 4 Sunnova Energy International / MICHAEL C MORGAN 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^*

MORGAN MICHAEL C

(Last) (First) (Middle)

20 GREENWAY PLAZA,

SUITE 475

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2019

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	08/26/2019		P		25,000	A	$8.5251(1)	25,000	I	See Footnote(2)
Common Stock								1,747,759	I	See Footnote(3)
Common Stock								104,998	I	See Footnote(4)
Common Stock								94,118	I	See Footnote(5)

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

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares of common stock in Sunnova Energy International Inc. ("Common Stock") were purchased in multiple transactions at prices ranging from $8.40 to $8.70. 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 purchased at each separate price within the such range.

2. Such shares of Common Stock are owned directly by Portcullis Investments, LP. The reporting person serves as the Manager of the general partner, Portcullis G.P., LLC, for, and he and his spouse indirectly hold interests in, Portcullis Investments, LP. The reporting person disclaims beneficial ownership of this Common Stock except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such Common Stock for purposes of Section 16 or for any other purpose.

3. Such shares of Common Stock are owned directly by Triangle Peak Partners II, LP. The reporting person serves as the Manager of the general partner, TPP II General Partner, LLC, for, and he and his spouse indirectly hold interests in, Triangle Peak Partners II, LP. The reporting person disclaims beneficial ownership of this Common Stock except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such Common Stock for purposes of Section 16 or for any other purpose.

4. Such shares of Common Stock are owned directly by TPP II Annex Fund, LP. The reporting person serves as the Manager of the general partner, TPP II General Partner, LLC, for, and he and his spouse indirectly hold interests in, TPP II Annex Fund, LP. The reporting person disclaims beneficial ownership of this Common Stock except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such Common Stock for purposes of Section 16 or for any other purpose.

5. Such shares of Common Stock are owned directly by Portcullis Partners, LP. The reporting person serves as the Manager of the general partner, Portcullis G.P., LLC, for, and he and his spouse indirectly hold interests in, Portcullis Partners, LP. The reporting person disclaims beneficial ownership of this Common Stock except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such Common Stock for purposes of Section 16 or for any other purpose.

Remarks:

	/s/ Walter A. Baker by Power of Attorney	08/27/2019
	** 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 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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