| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Sunnova Energy International Inc. [ NOVA ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 07/29/2019 | ||||||||||||||||||||||||||
| 4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Non-Qualified Stock Option (Right to Buy) | $12.44 | 07/29/2019(1) | A | 4,032 | (1) | 04/07/2026 | Common Stock | 4,032 | $0.00 | 4,032 | D | ||||
| Non-Qualified Stock Option (Right to Buy) | $13.58 | 07/29/2019(2) | A | 4,285 | (2) | 04/02/2028 | Common Stock | 4,285 | $0.00 | 4,285 | D | ||||
| Non-Qualified Stock Option (Right to Buy) | $13.58 | 07/29/2019(3) | A | 102,870 | (3) | 08/01/2028 | Common Stock | 102,870 | $0.00 | 102,870 | D | ||||
| Non-Qualified Stock Option (Right to Buy) | $27.16 | 07/29/2019(4) | A | 34,290 | (4) | 08/01/2028 | Common Stock | 34,290 | $0.00 | 34,290 | D | ||||
| Restricted Stock Units | (5) | 07/29/2019 | A | 29,166 | (6) | (6) | Common Stock | 29,166 | $0.00 | 29,166 | D | ||||
| Explanation of Responses: |
| 1. These Nonqualified Stock Options ("Options") were originally granted under the Stock Option Plan of Sunnova Energy Corporation (the "Plan") on April 7, 2016 and scheduled to become exercisable in 20% annual installments over the first five anniversaries of the date of grant. In connection with the closing of the Issuer's initial public offering (the "IPO"), the Issuer assumed the Plan and the existing options became Options to purchase common stock of the Issuer ("Common Stock"). Upon the closing of the IPO, 3,226 Options were vested, 403 options will vest on April 7, 2020 and 403 Options will vest on July 29, 2020, subject to continued employment. |
| 2. These Options were originally granted under the Plan on April 2, 2018 and scheduled to become exercisable in 20% annual installments over the first five anniversaries of the date of grant. In connection with the closing of the IPO, the Issuer assumed the Plan and the existing options became Options to purchase Common Stock. Upon the closing of the IPO, 2,571 Options were vested, 428 Options will best on April 2, 2020 and 1,286 Options will vest on July 29, 2020, subject to continued employment. |
| 3. These Options were originally granted under the Plan on August 1, 2018 and scheduled to become exercisable in 20% annual installments over the first five anniversaries of the date of grant. In connection with the closing of the IPO, the Issuer assumed the Plan and the existing options became Options to purchase Common Stock. Upon the closing of the IPO, 51,435 Options were vested, 10,287 Options will vest on August 1, 2020 and 41,148 Options will vest on July 29, 2020, subject to continued employment. |
| 4. These Options were originally granted under the Plan on August 1, 2018 and scheduled to become exercisable in 20% annual installments over the first five anniversaries of the date of grant. In connection with the closing of the IPO, the Issuer assumed the Plan and the existing options became Options to purchase Common Stock. Upon the closing of the IPO, 17,145 Options were vested, 3,429 Options will vest on August 1, 2020 and 13,716 Options will vest on July 29, 2020, subject to continued employment. |
| 5. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Common Stock. |
| 6. The RSUs will vest in three equal annual installments beginning on July 29, 2020. Common Stock will be delivered to the reporting person no later than 15 days after the RSUs vest. |
| Remarks: |
| Executive Vice President, Policy and Communications |
| /s/ Walter A. Baker by Power of Attorney | 07/31/2019 | |
| ** 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). | ||
| 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. | ||
