4//SEC Filing
Newlight GP LLC 4
Accession 0001104659-20-063186
CIK 0001772695other
Filed
May 17, 8:00 PM ET
Accepted
May 18, 4:18 PM ET
Size
15.2 KB
Accession
0001104659-20-063186
Insider Transaction Report
Form 4
Yadav Ravi
10% Owner
Transactions
- Award
9.75% Convertible Senior Notes
2020-05-14$28500000.00/shExercise: $13.50From: 2020-05-14Exp: 2025-04-28→ Common Stock (2,222,223 underlying) - Award
Option (right to buy) 9.75% Convertible Senior Notes
2020-05-14$9500000.00/shExercise: $13.50From: 2020-05-14Exp: 2020-06-13→ Common Stock (740,741 underlying)
WASSONG DAVID
10% Owner
Transactions
- Award
9.75% Convertible Senior Notes
2020-05-14$28500000.00/shExercise: $13.50From: 2020-05-14Exp: 2025-04-28→ Common Stock (2,222,223 underlying) - Award
Option (right to buy) 9.75% Convertible Senior Notes
2020-05-14$9500000.00/shExercise: $13.50From: 2020-05-14Exp: 2020-06-13→ Common Stock (740,741 underlying)
Newlight GP LLC
10% Owner
Transactions
- Award
9.75% Convertible Senior Notes
2020-05-14$28500000.00/shExercise: $13.50From: 2020-05-14Exp: 2025-04-28→ Common Stock (2,222,223 underlying) - Award
Option (right to buy) 9.75% Convertible Senior Notes
2020-05-14$9500000.00/shExercise: $13.50From: 2020-05-14Exp: 2020-06-13→ Common Stock (740,741 underlying)
Newlight Partners LP
10% Owner
Transactions
- Award
9.75% Convertible Senior Notes
2020-05-14$28500000.00/shExercise: $13.50From: 2020-05-14Exp: 2025-04-28→ Common Stock (2,222,223 underlying) - Award
Option (right to buy) 9.75% Convertible Senior Notes
2020-05-14$9500000.00/shExercise: $13.50From: 2020-05-14Exp: 2020-06-13→ Common Stock (740,741 underlying)
Footnotes (4)
- [F1]Upon exercise of the Reporting Persons' conversion right under the 9.75% Convertible Senior Notes due 2025 ("Convertible Notes"), the Company, at its sole option, will have the right to deliver to the Reporting Persons either cash or common stock. As a result, the Reporting Persons disclaim beneficial ownership of the Convertible Notes and the option to purchase additional Convertible Notes (the "Option"), except to the extent of their pecuniary interests therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the Convertible Notes or the Option for any purpose.
- [F2]The Convertible Notes were issued, and the Convertible Notes issuable upon exercise of the Option will be issued, with original issue discount of 5%.
- [F3]$29,940,000 of the Convertible Notes and $9,980,000 of the Option are held directly by QSIP LP and $60,000 of the Convertible Notes and $20,000 of the Option are held directly by SCI Partners LP. Pursuant to an investment management agreement, QSIP LP and certain of its affiliates have delegated sole voting and dispositive power over the Convertible Notes and the Option to Newlight Partners LP (f/k/a Strategic Capital Investment Partners, LP). The general partner of Newlight Partners LP is Newlight GP LLC (f/k/a Strategic Investments Group GP LLC). The sole members of Newlight GP LLC are Ravi Yadav and David Wassong.
- [F4]Mark Longstreth, an employee of Newlight Partners LP (f/k/a Strategic Capital Investment Partners, LP) or one of its affiliates, serves on the Board of Directors of the Company (the "Board"). Solely for the purpose of Section 16 of the Exchange Act of 1934 (the "Exchange Act"), the Reporting Persons may be deemed to be directors-by-deputization as a result of the service of Mr. Longstreth on the Board. For purposes of the exemption under Rule 16b-3 promulgated under the Exchange Act, the Board approved the acquisition of any direct or indirect pecuniary interests in any and all of the shares underlying the Convertible Notes by the Reporting Persons as a result of or in connection with the transaction reported in this Form 4.
Documents
Issuer
Sunnova Energy International Inc.
CIK 0001772695
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001782873
Filing Metadata
- Form type
- 4
- Filed
- May 17, 8:00 PM ET
- Accepted
- May 18, 4:18 PM ET
- Size
- 15.2 KB