Dean Solon Form 4 Shoals Technologies / Dean Solon 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^*

Solon Dean

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

3. Date of Earliest Transaction (Month/Day/Year)
07/23/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	07/23/2021		D(2)		2,007,623(1)(2)(4)(5)	D	(2)	56,072,959(1)(3)(4)(5)	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
Common Units	(6)	07/23/2021		D(2)			2,007,623(1)(2)(4)(5)	(6)	(6)	Class A Common Stock	2,007,623(1)(2)(4)(5)	(2)	56,072,959(1)(3)(4)(5)	D

1. Name and Address of Reporting Person^*

Solon Dean

(Last) (First) (Middle)

1400 SHOALS WAY

(Street)

PORTLAND TN 37148

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Solon Holdco I, GP

(Last) (First) (Middle)

1400 SHOALS WAY

(Street)

PORTLAND TN 37148

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Solon Holdco II, GP

(Last) (First) (Middle)

1400 SHOALS WAY

(Street)

PORTLAND TN 37148

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Solon Holdco III, LLC

(Last) (First) (Middle)

1400 SHOALS WAY

(Street)

PORTLAND TN 37148

(City) (State) (Zip)

Explanation of Responses:

1. This Form 4 is being filed jointly by (each, a "Reporting Person" and, collectively, the "Reporting Persons") (i) Dean Solon, (ii) Solon Holdco I, GP ("Holdco I"); (iii) Solon Holdco II, GP ("Holdco II") and (iv) Solon Holdco III, LLC ("Holdco III").

2. Represents 20,076, 662,516 and 1,325,031 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"), transferred by Dean Solon, Holdco I and Holdco II, respectively, to the Issuer in connection with the underwriters' exercise of an option to purchase additional shares (the "Option Exercise"), which closed on July 23, 2021, in connection with 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. Upon the consummation of the Option Exercise, (i) Dean Solon directly holds 560,730 Common Units in Parent and an equal number of Class B Common Stock, (ii) Holdco I directly holds 18,504,076 Common Units in Parent and an equal number of Class B Common Stock, and is controlled by its general partners, Dean Solon and Holdco III, and (iii) Holdco II directly holds 37,008,153 Common Units and an equal number of Class B Common Stock, and is controlled by its general partners, Dean Solon and Holdco III. Holdco III is fully owned by Dean Solon.

4. Each of the Reporting Persons expressly disclaims beneficial ownership of the equity securities reported herein, except to the extent of their respective pecuniary interests therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 4.

5. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.

6. Pursuant to the Third Amended and Restated Limited Liability Company Agreement of Parent, Dean Solon, Holdco I and Holdco II may, subject to certain exceptions, from time to time at each of their options require Parent to redeem all or a portion of their Common Units (together with an equal number 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 Dean Solon	07/27/2021
	/s/ Mehgan Peetz, as Attorney-in-Fact for Solon Holdco I, GP	07/27/2021
	/s/ Mehgan Peetz, as Attorney-in-Fact for Solon Holdco II, GP	07/27/2021
	/s/ Mehgan Peetz, as Attorney-in-Fact for Solon Holdco III, LLC	07/27/2021
	** Signature of Reporting Person	Date
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