Grasso Michael P 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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)
03/11/2021

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	03/11/2021		A		7,270(1)	A	$42.87	20,126	D
Common Stock	03/11/2021		F		3,620	D	$42.87	16,506	D
Common Stock	03/12/2021		M		9,244	A	$0(2)	25,750	D
Common Stock	03/12/2021		F		4,366	D	$42.51	21,384	D
Common Stock	03/12/2021		M		18,260	A	$0(2)	39,644	D
Common Stock	03/12/2021		F		9,054	D	$42.51	30,590	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	(2)	03/12/2021		M			9,244	(3)	(3)	Common Stock	9,244	$0	0	D
Restricted Stock Units	(2)	03/12/2021		M			18,260	(4)	(4)	Common Stock	18,260	$0	36,522	D

Explanation of Responses:

1. These shares of common stock of Sunnova Energy International Inc. ("Common Stock") were awarded under the Sunnova Energy International Inc. 2019 Long-Term Incentive Plan ("Plan").

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

3. The RSU's were awarded under the Plan and vested in full on March 12, 2021. Common Stock will be delivered to the reporting person no later than 15 days after the RSUs vest.

4. The RSU's were awarded under the Plan and will vest in three equal annual installments beginning on March 12, 2021. Common Stock will be delivered to the reporting person no later than 15 days after the RSUs vest.

Remarks:

Executive Vice President and Chief Marketing Officer

	/s/ Walter A. Baker by Power of Attorney	03/15/2021
	** 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.