4//SEC Filing
Forth John Bradford 4
Accession 0000899243-21-003777
CIK 0001831651other
Filed
Jan 28, 7:00 PM ET
Accepted
Jan 29, 9:36 PM ET
Size
12.1 KB
Accession
0000899243-21-003777
Insider Transaction Report
Form 4
Forth John Bradford
Director
Transactions
- Other
Common Units
2021-01-29+183,063→ 183,063 total(indirect: See Footnotes)→ Class A Common Stock (183,063 underlying) - Award
Class B Common Stock, par value $0.00001 per share
2021-01-29+183,063→ 183,063 total(indirect: See Footnotes) - Award
Class A Common Stock, par value $0.00001 per share
2021-01-29+375,000→ 375,000 total
Footnotes (7)
- [F1]In the reorganization transactions (the "Reorganization Transactions") in connection with the closing of the initial public offering (the "IPO") of Shoals Technologies Group, Inc. (the "Issuer"), shares of Class B Common Stock, par value $0.00001 per share ("Class B Common Stock") of the Issuer were issued to Shoals Management Holdings LLC ("Holdings"), equal to the number of common units ("Common Units") in Shoals Parent LLC ("Parent") held by Holdings, for nominal consideration.
- [F2]John Bradford Forth indirectly holds 183,063 Common Units and an equal number of Class B Common Stock through his membership interest in Holdings.
- [F3]Holdings is controlled by its sole manager, Parent. John Bradford Forth serves on the board of directors of Parent. As such, John Bradford Forth may be deemed to have beneficial ownership of the shares held directly by Holdings. John Bradford Forth 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.
- [F4]John Bradford Forth is a Senior Advisor of Oaktree Capital Management, L.P. ("OCM"), a registered investment adviser under the Investment Advisers Act of 1940, as amended. This Form 4 excludes any shares of the Issuer's Class A Common Stock, par value $0.00001 per share ("Class A Common Stock") of the Issuer owned by Oaktree Power Opportunities Fund IV (Delaware) Holdings, L.P., as an affiliate of OCM. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
- [F5]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 options require Parent to redeem all or a portion of its Common Units (together with an equal number 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 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.
- [F6]In the Reorganization Transactions, all existing ownership interests in Parent were recapitalized into Common Units.
- [F7]Represents restricted stock units which will vest in four equal annual installments beginning on the first anniversary of January 29, 2021. Restricted stock units will be settled by delivery of an equal number of shares of the issuer's Class A Common Stock.
Documents
Issuer
Shoals Technologies Group, Inc.
CIK 0001831651
Entity typeother
Related Parties
1- filerCIK 0001827742
Filing Metadata
- Form type
- 4
- Filed
- Jan 28, 7:00 PM ET
- Accepted
- Jan 29, 9:36 PM ET
- Size
- 12.1 KB