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*
(Street)
| 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)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) | |||||||
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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) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
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. |