John Bradford Forth Form 4 Shoals Technologies / John Bradford Forth 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^*

Forth John Bradford

(Last) (First) (Middle)

1400 SHOALS WAY

(Street)

PORTLAND TN 37148

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Shoals Technologies Group, Inc. [ SHLS ]

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)
07/19/2021

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
Class B Common Stock, par value $0.00001 per share	07/19/2021		D(1)(2)		181,820(1)(2)	D	(2)	0	D
Class B Common Stock, par value $0.00001 per share								0(3)(4)(5)	I	See Footnotes(3)(4)(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
Common Units	(6)	07/19/2021		D(1)(2)			181,820	(6)	(6)	Class A Common Stock	181,820	(2)	0	D
Common Units	(6)							(6)	(6)	Class A Common Stock	0(3)(4)(5)		0(3)(4)(5)	I	See Footnotes(3)(4)(5)

Explanation of Responses:

1. Represents 181,820 common units ("Common Units") in Shoals Parent LLC ("Parent"), together with a corresponding number of shares of Class B Common Stock, par value $0.00001 per share ("Class B Common Stock") of Shoals Technologies Group, Inc. (the "Issuer"), previously reported as indirectly held by the Reporting Person through his membership interest in Shoals Management Holdings LLC ("Holdings").

2. Represents 181,820 Common Units, together with a corresponding number of shares of Class B Common Stock, transferred by the Reporting Person to the Issuer in connection with the closing of an underwritten public offering (the "Follow-on Offering") of the Issuer's Class A Common Stock, par value $0.00001 per share ("Class A Common Stock") at a price of $27.02 (the per-share price paid by the underwriters for shares of Class A Common Stock in the Follow-on Offering) for one Common Unit and one share of Class B Common Stock.

3. After giving effect to the redemption in connection with the Follow-on Offering, the Reporting Person indirectly holds no Common Units and no shares of Class B Common Stock through his membership interest in Holdings, as such amounts were adjusted in connection with the recapitalization of Holdings at the closing of the initial public offering of the Issuer, after which the Reporting Person, as of January 29, 2021, indirectly held 181,820 Common Units and an equal number of shares of Class B Common Stock through his membership interest in Holdings.

4. Holdings is controlled by its sole manager, Parent, which is controlled by its sole manager, the Issuer. The Reporting Person serves on the board of directors of the Issuer. As such, the Reporting Person may be deemed to have beneficial ownership of the shares held directly by Holdings. The Reporting Person expressly disclaims beneficial ownership of any equity securities owned by Holdings, except to the extent of his pecuniary interests therein, and the filing of this Form 4 shall not be construed as an admission that he is the beneficial owner of any equity securities owned by Holdings.

5. The Reporting Person is a Senior Advisor of Oaktree Capital Management, L.P. ("OCM"), a registered investment adviser under the Investment Advisers Act of 1940, as amended. This Form 4 excludes any shares of the Issuer's Class A Common Stock, par value $0.00001 per share ("Class A Common Stock") of the Issuer owned by Oaktree Power Opportunities Fund IV (Delaware) Holdings, L.P., as an affiliate of OCM. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

6. Pursuant to the Third Amended and Restated Limited Liability Company Agreement of Parent, Holdings may, subject to certain exceptions, from time to time at its option require Parent to redeem all or a portion of its Common Units (together with an equal number of shares of Class B Common Stock) in exchange for, at the Issuer's election (determined solely by a majority of the Issuer's directors who are disinterested), newly issued shares of Class A Common Stock on a one-for-one basis or a cash payment equal to a volume-weighted average market price of one share of Class A Common Stock for each Common Unit so redeemed.

Remarks:

	/s/ Mehgan Peetz, as Attorney-in-Fact for John Bradford Forth	07/21/2021
	** 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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