3//SEC Filing
Solon Holdco III, LLC 3
Accession 0000899243-21-003853
CIK 0001831651other
Filed
Jan 31, 7:00 PM ET
Accepted
Feb 1, 4:37 PM ET
Size
16.7 KB
Accession
0000899243-21-003853
Insider Transaction Report
Form 3
Solon Holdco II, GP
10% Owner
Holdings
- (indirect: See Footnotes)
Common Units
→ Class A Common Stock (68,314,792 underlying) - 68,314,792(indirect: See Footnotes)
Class B Common Stock, par value $0.00001 per share
Solon Holdco III, LLC
10% Owner
Holdings
- 68,314,792(indirect: See Footnotes)
Class B Common Stock, par value $0.00001 per share
- (indirect: See Footnotes)
Common Units
→ Class A Common Stock (68,314,792 underlying)
Solon Holdco I, GP
10% Owner
Holdings
- 68,314,792(indirect: See Footnotes)
Class B Common Stock, par value $0.00001 per share
- (indirect: See Footnotes)
Common Units
→ Class A Common Stock (68,314,792 underlying)
Footnotes (6)
- [F1]This Form 3 is being filed jointly by (each, a "Reporting Person" and, collectively, the "Reporting Persons") (i) Solon Holdco I, GP ("Holdco I"); (ii) Solon Holdco II, GP ("Holdco II") and (iii) Solon Holdco III, LLC ("Holdco III").
- [F2]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 ("Class B Common Stock") of the Issuer were issued to certain holders of common units ("Common Units") in Shoals Parent LLC ("Parent"), equal to the number of Common Units held by such holders, for nominal consideration.
- [F3]Upon the consummation of the Reorganization Transactions, (i) Dean Solon directly holds 683,148 Common Units in Parent and an equal number of shares of Class B Common Stock, (ii) Holdco I directly holds 22,543,881 Common Units in Parent and an equal number of shares of Class B Common Stock, and is controlled by its general partners, Dean Solon and Holdco III, and (iii) Holdco II directly holds 45,087,763 Common Units and an equal number of shares of Class B Common Stock, and is controlled by its general partners, Dean Solon and Holdco III. Holdco III is fully owned by Dean Solon.
- [F4]Each of the Reporting Persons expressly disclaims beneficial ownership of the equity securities reported herein, except to the extent of their respective pecuniary interests therein, and the filing of this Form 3 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 3.
- [F5]The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act.
- [F6]Pursuant to the Third Amended and Restated Limited Liability Company Agreement of Parent, Dean Solon, Holdco I and 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 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 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.
Issuer
Shoals Technologies Group, Inc.
CIK 0001831651
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001839671
Filing Metadata
- Form type
- 3
- Filed
- Jan 31, 7:00 PM ET
- Accepted
- Feb 1, 4:37 PM ET
- Size
- 16.7 KB