Lance Morell Marram Form 3 TPI COMPOSITES / Lance Morell Marram ownership change

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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Marram Lance Morell

(Last)

(First)

(Middle)

8501 N SCOTTSDALE ROAD, SUITE 100

(Street)

SCOTTSDALE

85253

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2022

3. Issuer Name and Ticker or Trading Symbol
TPI COMPOSITES, INC [ TPIC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 Beneficially Owned
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)
No securities are beneficially owned	0.00	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Options (Right to buy)	⁽¹⁾	10/16/2029	Common Stock	3,949	18.99	D
Stock Options (Right to buy)	⁽¹⁾	10/16/2029	Common Stock	56,801	18.99	D
Restricted Stock Units	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Common Stock	2,217	0.00⁽²⁾	D
Restricted Stock Units	⁽²⁾⁽⁴⁾	⁽²⁾⁽⁴⁾	Common Stock	3,024	0.00⁽²⁾	D
Restricted Stock Units	⁽²⁾⁽⁵⁾	⁽²⁾⁽⁵⁾	Common Stock	1,851	0.00⁽²⁾	D
Restricted Stock Units	⁽²⁾⁽⁶⁾	⁽²⁾⁽⁶⁾	Common Stock	1,897	0.00⁽²⁾	D

Explanation of Responses:

1. 25% of the securities underlying the original stock option grant vested on October 16, 2020 and 6.25% vest on each quarterly anniversary thereafter, such that 100% of these securities vest on the fourth anniversary of this grant; provided 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. 100% of the RSUs will vest on March 11, 2023; provided, that the Reporting Person continues to provide services to the Issuer through the 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 $30, 1/3 will vest upon the Issuer's common stock achieving a market price of $38 and 1/3 will vest upon the Issuer's common stock achieving a market price of $43, in each case during the performance period starting on March 11, 2020 and ending on December 31, 2022; provided, that the Reporting Person continues to provide services to the Issuer through the vesting period.

5. 100% of the RSUs will vest on March 10, 2024; 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 $66, 1/3 will vest upon the Issuer's common stock achieving a market price of $72 and 1/3 will vest upon the Issuer's common stock achieving a market price of $78, in each case during the performance period starting on March 10, 2021 and ending on December 31, 2023; provided, that the Reporting Person continues to provide services to the Issuer through the vesting period.

Remarks:

No securities are beneficially owned.

	/s/ Steven G. Fishbach, Attorney-in-Fact	01/04/2022
	** 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.

Lance Morell Marram Form 3TPI COMPOSITES / Lance Morell Marram ownership change