4//SEC Filing
Solon Holdco III, LLC 4
Accession 0000899243-21-030126
CIK 0001831651other
Filed
Jul 26, 8:00 PM ET
Accepted
Jul 27, 4:54 PM ET
Size
15.3 KB
Accession
0000899243-21-030126
Insider Transaction Report
Form 4
Solon Dean
Director10% Owner
Transactions
- Disposition to Issuer
Common Units
2021-07-23−2,007,623→ 56,072,959 total→ Class A Common Stock (2,007,623 underlying) - Disposition to Issuer
Class B Common Stock, par value $0.00001 per share
2021-07-23−2,007,623→ 56,072,959 total
Solon Holdco I, GP
10% Owner
Transactions
- Disposition to Issuer
Class B Common Stock, par value $0.00001 per share
2021-07-23−2,007,623→ 56,072,959 total - Disposition to Issuer
Common Units
2021-07-23−2,007,623→ 56,072,959 total→ Class A Common Stock (2,007,623 underlying)
Solon Holdco II, GP
10% Owner
Transactions
- Disposition to Issuer
Class B Common Stock, par value $0.00001 per share
2021-07-23−2,007,623→ 56,072,959 total - Disposition to Issuer
Common Units
2021-07-23−2,007,623→ 56,072,959 total→ Class A Common Stock (2,007,623 underlying)
Solon Holdco III, LLC
10% Owner
Transactions
- Disposition to Issuer
Common Units
2021-07-23−2,007,623→ 56,072,959 total→ Class A Common Stock (2,007,623 underlying) - Disposition to Issuer
Class B Common Stock, par value $0.00001 per share
2021-07-23−2,007,623→ 56,072,959 total
Footnotes (6)
- [F1]This Form 4 is being filed jointly by (each, a "Reporting Person" and, collectively, the "Reporting Persons") (i) Dean Solon, (ii) Solon Holdco I, GP ("Holdco I"); (iii) Solon Holdco II, GP ("Holdco II") and (iv) Solon Holdco III, LLC ("Holdco III").
- [F2]Represents 20,076, 662,516 and 1,325,031 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"), transferred by Dean Solon, Holdco I and Holdco II, respectively, to the Issuer in connection with the underwriters' exercise of an option to purchase additional shares (the "Option Exercise"), which closed on July 23, 2021, in connection with 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]Upon the consummation of the Option Exercise, (i) Dean Solon directly holds 560,730 Common Units in Parent and an equal number of Class B Common Stock, (ii) Holdco I directly holds 18,504,076 Common Units in Parent and an equal number of Class B Common Stock, and is controlled by its general partners, Dean Solon and Holdco III, and (iii) Holdco II directly holds 37,008,153 Common Units and an equal number 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 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 4.
- [F5]The Reporting Persons are jointly filing this Form 4 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 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
IncorporatedDE
Related Parties
1- filerCIK 0001839671
Filing Metadata
- Form type
- 4
- Filed
- Jul 26, 8:00 PM ET
- Accepted
- Jul 27, 4:54 PM ET
- Size
- 15.3 KB