4//SEC Filing
White John Joseph JR 4
Accession 0000899243-21-029250
CIK 0001831651other
Filed
Jul 20, 8:00 PM ET
Accepted
Jul 21, 4:55 PM ET
Size
12.2 KB
Accession
0000899243-21-029250
Insider Transaction Report
Form 4
White John Joseph JR
Chief Operating Officer
Transactions
- Disposition to Issuer
Common Units
2021-07-19−190,910→ 0 total→ Class A Common Stock (190,910 underlying) - Disposition to Issuer
Class B Common Stock, par value $0.00001 per share
2021-07-19−190,910→ 0 total
Holdings
- 354,549(indirect: See Footnotes)
Common Units
→ Class A Common Stock (354,549 underlying) - 354,549(indirect: See Footnotes)
Class B Common Stock, par value $0.00001 per share
Footnotes (5)
- [F1]Represents 190,910 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").
- [F2]Represents 190,910 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.
- [F3]After giving effect to the redemption in connection with the Follow-on Offering, the Reporting Person indirectly holds 354,549 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 545,459 Common Units and an equal number of shares of Class B Common Stock through his membership interest in Holdings.
- [F4]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.
- [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 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 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.
Documents
Issuer
Shoals Technologies Group, Inc.
CIK 0001831651
Entity typeother
Related Parties
1- filerCIK 0001839254
Filing Metadata
- Form type
- 4
- Filed
- Jul 20, 8:00 PM ET
- Accepted
- Jul 21, 4:55 PM ET
- Size
- 12.2 KB