Sol Holding Form 4 SUNPOWER / SE TotalEnergies 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^*

TotalEnergies SE

(Last) (First) (Middle)

2, PLACE JEAN MILLIER

LA DEFENSE 6

(Street)

COURBEVOIE I0 92400

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SUNPOWER CORP [ SPWR ]

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)
05/01/2024

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
Common Stock	05/01/2024		M		6,674,735	A	$0.01(3)	129,600,189	I	See Footnote(1)(2)
Common Stock	05/01/2024		F(4)		31,789	D	$2.1	129,568,400	I	See Footnote(1)(2)

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
Warrant (right to buy)	$0.01(3)	05/01/2024		M			0.16	(3)	02/14/2034	Common Stock	6,674,735	$0.00	0	I	See Footnote(1)(2)

1. Name and Address of Reporting Person^*

TotalEnergies SE

(Last) (First) (Middle)

2, PLACE JEAN MILLIER

LA DEFENSE 6

(Street)

COURBEVOIE I0 92400

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TotalEnergies Gestion USA SARL

(Last) (First) (Middle)

2, PLACE JEAN MILLIER

LA DEFENSE 6

(Street)

COURBEVOIE I0 92400

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TotalEnergies Holdings USA, Inc.

(Last) (First) (Middle)

201 LOUISIANA ST. SUITE 1800

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TotalEnergies Delaware, Inc.

(Last) (First) (Middle)

201 LOUISIANA ST. SUITE 1800

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TotalEnergies Renewables USA, LLC

(Last) (First) (Middle)

201 LOUISIANA ST. SUITE 1800

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sol Holding, LLC

(Last) (First) (Middle)

201 LOUISIANA ST. SUITE 1800

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

Explanation of Responses:

1. The securities reported herein are held directly by Sol Holding, LLC ("HoldCo"). TotalEnergies Renewables USA, LLC owns a number of units of HoldCo equal to 50% of the outstanding units plus one unit, and GIP III Sol Acquisition, LLC, owns a number of units of HoldCo equal to 50% of the outstanding units minus one unit.

2. TotalEnergies Holdings USA, Inc. is the sole shareholder of TotalEnergies Delaware, Inc., which is the sole member of TotalEnergies Renewables USA, LLC, which is one of two members of HoldCo, a limited liability company managed by a board of managers. TotalEnergies Gestion USA SARL, which is a direct wholly-owned subsidiary of TotalEnergies SE, is the sole shareholder of TotalEnergies Holdings USA, Inc. Each of the foregoing entities is a Reporting Person and may be deemed to beneficially own the securities reported herein; however, each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. Solely for purposes of Section 16 of the Exchange Act, each Reporting Person may be deemed a "director by deputization".

3. On May 1, 2024, HoldCo partially exercised a warrant previously issued to it by SunPower Corp. ("Issuer") on February 14, 2024. The warrant is exercisable for shares of the Issuer's common stock, par value $0.001 per share (the "Common Stock"). As previously reported, on March 5, 2024, HoldCo exercised the portion of the warrant representing 35,077,905 of the 41,752,640 shares of Common Stock underlying the warrant. On May 1, 2024, HoldCo exercised the remaining 6,674,735 shares of Common Stock underlying the warrant.

4. HoldCo paid the exercise price on a cashless basis pursuant to the terms of the warrant, resulting in the Issuer withholding 31,789 shares of Common Stock to pay the exercise price and issuing to HoldCo an aggregate of 6,642,946 shares of Common Stock.

	TOTALENERGIES SE By: /s/ Marine Delaitre Name: Marine Delaitre Title: Authorized Signatory	05/03/2024
	TOTALENERGIES GESTION USA SARL By: /s/ Eric Bozec Name: Eric Bozec Title: General Manager	05/03/2024
	TOTALENERGIES HOLDINGS USA, INC. By: /s/ Richard Frazier Name: Richard Frazier Title: Assistant Secretary	05/03/2024
	TOTALENERGIES DELAWARE, INC. By: /s/ Richard Frazier Name: Richard Frazier Title: Secretary	05/03/2024
	TOTALENERGIES RENEWABLES USA, LLC By: /s/ Richard Frazier Name: Richard Frazier Title: Secretary	05/03/2024
	SOL HOLDING, LLC By: /s/ Christopher Gillies Name: Christopher Gillies Title: President and Manager	05/03/2024
	** Signature of Reporting Person	Date
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