4//SEC Filing
Whitaker Jason R 4
Accession 0000899243-23-008251
CIK 0001831651other
Filed
Mar 12, 8:00 PM ET
Accepted
Mar 13, 5:07 PM ET
Size
11.5 KB
Accession
0000899243-23-008251
Insider Transaction Report
Form 4
Whitaker Jason R
DirectorChief Executive Officer
Transactions
- Conversion
Class B Common Stock
2023-03-10−816,178→ 0 total(indirect: See footnote) - Conversion
Class A Common Stock
2023-03-10+816,178→ 816,178 total(indirect: See footnote) - Conversion
Common Units
2023-03-10−816,178→ 0 total(indirect: See footnote)→ Class A Common Stock (816,178 underlying)
Holdings
- 446,924
Class A Common Stock
Footnotes (4)
- [F1]Pursuant to the Third Amended and Restated Limited Liability Company Agreement (as amended) of Shoals Parent LLC ("Parent"), common units of Parent are redeemable (together with an equal number of shares of the Issuer's Class B common stock which are forfeited for no consideration) 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.
- [F2]The reported common units (and shares of Class B common stock) were converted into an equal number of shares of Class A common stock by Shoals Management Holdings LLC ("Holdings") (the "Conversion"), and immediately distributed pro rata to its members for no consideration (the "Distribution"). Holdings is controlled by its sole manager, Parent. Mr. Whitaker is the Chief Executive Officer of Parent and serves on the board of directors of Parent. As such, Mr. Whitaker may be deemed to have beneficial ownership of equity securities held directly by Holdings.
- [F3]The reported securities, which represent the Reporting Person's pro rata portion of, and pecuniary interest in, the shares of Class A common stock received by Holdings in the Conversion, were received in the Distribution by JRW Strategic Holdings, LLC, for which the Reporting Person is the sole manager.
- [F4]The filing of this Form 4 shall not be construed as an admission that the Reporting Person is the beneficial owner of any or all of the reported securities for purposes of Section 16 or for any other purpose.
Documents
Issuer
Shoals Technologies Group, Inc.
CIK 0001831651
Entity typeother
Related Parties
1- filerCIK 0001831778
Filing Metadata
- Form type
- 4
- Filed
- Mar 12, 8:00 PM ET
- Accepted
- Mar 13, 5:07 PM ET
- Size
- 11.5 KB