Statement of Changes in Beneficial Ownership (4)
December 05 2022 - 6:14PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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Solon Dean |
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 __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
1400 SHOALS WAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/1/2022 |
(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)
___ Form filed by One Reporting Person
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X
_ 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 A Common Stock | 1/26/2022 | | G |
V
| 62500 | A | $0.00 | 126438 | D | |
Class B Common Stock | 12/1/2022 | | C | | 500730 (1) | D | (2) | 0 | D | |
Class A Common Stock | 12/1/2022 | | C | | 500730 (1) | A | (2) | 627168 | D | |
Class B Common Stock | 12/1/2022 | | C | | 17495332 (1) | D | (2) | 32076897 | I | See Footnote (3) |
Class A Common Stock | 12/1/2022 | | C | | 17495332 (1) | A | (2) | 23435332 | I | See Footnote (3) |
Class B Common Stock | 12/2/2022 | | C | | 3900000 (1) | D | (2) | 28176897 | I | See Footnote (3) |
Class A Common Stock | 12/2/2022 | | C | | 3900000 (1) | A | (2) | 27335332 | I | See Footnote (3) |
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 | (2) | 12/1/2022 | | C | | | 500730 (1) | (2) | (2) | Class A Common Stock | 500730 (1) | (2) | 0 | D | |
Common Units | (2) | 12/1/2022 | | C | | | 17495332 (1) | (2) | (2) | Class A Common Stock | 17495332 (1) | (2) | 32076897 | I | See Footnote (3) |
Common Units | (2) | 12/2/2022 | | C | | | 3900000 (1) | (2) | (2) | Class A Common Stock | 3900000 (1) | (2) | 28176897 | I | See Footnote (3) |
Explanation of Responses: |
(1) | In connection with a previously announced underwritten public offering by the Issuer, the Reporting Persons (as defined below) converted common units ("Common Units") of Shoals Parent LLC ("Parent") (together with a corresponding number of shares of the Issuer's Class B Common Stock) into an equivalent number of shares of the Issuer's Class A Common Stock. |
(2) | Pursuant to the Third Amended and Restated Limited Liability Company Agreement of Parent, Dean Solon, Solon Holdco I, LLC ("Holdco I") and Solon Holdco II, LLC ("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 Parent Common Units (together with an equal number of shares of the Issuer's Class B Common Stock which are forfeited for no consideration) 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 the Issuer's 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. |
(3) | This Form 4 is being filed jointly by (each, a "Reporting Person" and, collectively, the "Reporting Persons") (i) Dean Solon, (ii) Holdco I; (iii) Holdco II and (iv) Solon Holdco III, LLC. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Solon Dean 1400 SHOALS WAY PORTLAND, TN 37148 |
| X |
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Solon Holdco I, LLC 1400 SHOALS WAY PORTLAND, TN 37148 |
| X |
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Solon Holdco II, LLC 1400 SHOALS WAY PORTLAND, TN 37148 |
| X |
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Solon Holdco III, LLC 1400 SHOALS WAY PORTLAND, TN 37148 |
| X |
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Signatures
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/s/ Dean Solon | | 12/5/2022 |
**Signature of Reporting Person | Date |
/s/ Dean Solon, President of Solon Holdco I, LLC | | 12/5/2022 |
**Signature of Reporting Person | Date |
/s/ Dean Solon, President of Solon Holdco II, LLC | | 12/5/2022 |
**Signature of Reporting Person | Date |
/s/ Dean Solon, Sole Member of Solon Holdco III, LLC | | 12/5/2022 |
**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 control number. |
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