Statement of Changes in Beneficial Ownership (4)
July 21 2021 - 04:53PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
*
Garton Philip A |
2. Issuer Name and Ticker or Trading Symbol
Shoals Technologies Group, Inc.
[
SHLS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer |
(Last)
(First)
(Middle)
1400 SHOALS WAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/19/2021 |
(Street)
PORTLAND, TN 37148
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class B Common Stock, par value $0.00001 per share | 7/19/2021 | | D(1)(2) | | 457534 (1)(2) | D | (2) | 0 | D | |
Class B Common Stock, par value $0.00001 per share | | | | | | | | 849707 (3)(4) | I | See Footnotes (3)(4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 | (5) | 7/19/2021 | | D (1)(2) | | | 457534 | (5) | (5) | Class A Common Stock | 457534 | (2) | 0 | D | |
Common Units | (5) | | | | | | | (5) | (5) | Class A Common Stock | 849707 (3)(4) | | 849707 (3)(4) | I | See Footnotes (3)(4) |
Explanation of Responses: |
(1) | Represents 457,534 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 457,534 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 849,707 Common Units and an equal number of 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 1,307,241 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. The Reporting Person is the Chief Financial Officer of Parent. 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) | 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 of the Issuer 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Garton Philip A 1400 SHOALS WAY PORTLAND, TN 37148 |
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| Chief Financial Officer |
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Signatures
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/s/ Mehgan Peetz, as Attorney-in-Fact for Philip A. Garton | | 7/21/2021 |
**Signature of Reporting Person | Date |
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