| 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 TPI COMPOSITES, INC [ TPIC ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 07/19/2022 | ||||||||||||||||||||||||||
| 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 | ||||||||
| Restricted Stock Units | (1) | 07/19/2022 | A | 9,361 | (2) | (1)(2) | Common Stock | 9,361 | $0.00 | 9,361 | D(3) | ||||
| Stock Options (Right to buy) | $11.13(4) | 07/19/2022 | 07/19/2022 | A | 9,036 | (4) | 07/19/2032 | Common Stock | 9,036 | $11.13 | 9,036 | D(3) | |||
| Explanation of Responses: |
| 1. 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. |
| 2. The RSUs shall vest on the earlier of (i) the one-year anniversary of the grant date or (ii) the next annual meeting of stockholders of the Issuer, subject to the Reporting Person's continued service as a director pursuant to the Issuer's Second Amended and Restated Non-Employee Director Compensation Policy. |
| 3. The Reporting Person is contractually obligated to turn over any proceeds from the sale of these shares to one or more entities affiliated with Oaktree Capital Management's Power Opportunities Investment Strategy. The Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any. |
| 4. Vesting is over a four year period with 25% of the shares subject to the Option vesting on each anniversary of the Grant Date, subject to the Awardee's continued service as a director of the Board through each applicable vesting date. This award was granted on the date of the Reporting Person's appointment to the Issuer's Board of Directors pursuant to the Issuer's Second Amended and Restated Non-Employee Director Compensation Policy. |
| Remarks: |
| The reporting person is a Senior Vice President of Oaktree Capital Management's Power Opportunities Investment Strategy ("Oaktree"), a registered investment adviser under the Investment Advisers Act of 1940, as amended. The shares reported herein do not include warrants exercisable for common stock of the Issuer beneficially owned by Opps TPIC Holdings, LLC ("Opps"), Oaktree Power Opportunities Fund V (Delaware) Holdings, L.P. ("Power V") and Oaktree Phoenix Investment Fund, L.P. ("Phoenix"), affiliates of Oaktree. The reporting person hereby disclaims beneficial ownership of any such shares beneficially owned by Opps, Power V and Phoenix, except to the extent of any pecuniary interest therein. No securities are beneficially owned. |
| /s/ Steven G. Fishbach, Attorney-in-Fact | 07/21/2022 | |
| ** 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 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. | ||
