4//SEC Filing
Newlight Partners LP 4
Accession 0001104659-21-007572
CIK 0001772695other
Filed
Jan 25, 7:00 PM ET
Accepted
Jan 26, 1:50 PM ET
Size
19.1 KB
Accession
0001104659-21-007572
Insider Transaction Report
Form 4
Newlight GP LLC
10% Owner
Transactions
- Conversion
9.75% Convertible Senior Notes
2021-01-21Exercise: $13.50From: 2020-05-14Exp: 2025-04-28→ Common Stock (75,679 underlying) - Conversion
9.75% Convertible Senior Notes
2021-01-25Exercise: $13.50From: 2020-05-14Exp: 2025-04-28→ Common Stock (1,002,067 underlying) - Conversion
Common Shares
2021-01-21$13.50/sh+75,679$1,021,667→ 3,585,840 total - Conversion
Common Shares
2021-01-25$13.50/sh+1,002,067$13,527,905→ 4,587,907 total
Newlight Partners LP
10% Owner
Transactions
- Conversion
9.75% Convertible Senior Notes
2021-01-25Exercise: $13.50From: 2020-05-14Exp: 2025-04-28→ Common Stock (1,002,067 underlying) - Conversion
Common Shares
2021-01-21$13.50/sh+75,679$1,021,667→ 3,585,840 total - Conversion
9.75% Convertible Senior Notes
2021-01-21Exercise: $13.50From: 2020-05-14Exp: 2025-04-28→ Common Stock (75,679 underlying) - Conversion
Common Shares
2021-01-25$13.50/sh+1,002,067$13,527,905→ 4,587,907 total
Yadav Ravi
10% Owner
Transactions
- Conversion
Common Shares
2021-01-21$13.50/sh+75,679$1,021,667→ 3,585,840 total - Conversion
9.75% Convertible Senior Notes
2021-01-25Exercise: $13.50From: 2020-05-14Exp: 2025-04-28→ Common Stock (1,002,067 underlying) - Conversion
Common Shares
2021-01-25$13.50/sh+1,002,067$13,527,905→ 4,587,907 total - Conversion
9.75% Convertible Senior Notes
2021-01-21Exercise: $13.50From: 2020-05-14Exp: 2025-04-28→ Common Stock (75,679 underlying)
WASSONG DAVID
10% Owner
Transactions
- Conversion
Common Shares
2021-01-21$13.50/sh+75,679$1,021,667→ 3,585,840 total - Conversion
Common Shares
2021-01-25$13.50/sh+1,002,067$13,527,905→ 4,587,907 total - Conversion
9.75% Convertible Senior Notes
2021-01-21Exercise: $13.50From: 2020-05-14Exp: 2025-04-28→ Common Stock (75,679 underlying) - Conversion
9.75% Convertible Senior Notes
2021-01-25Exercise: $13.50From: 2020-05-14Exp: 2025-04-28→ Common Stock (1,002,067 underlying)
Footnotes (5)
- [F1]Represents shares of common stock of Sunnova Energy International Inc. (the "Sunnova Shares") held directly by QSIP LP. Pursuant to an investment management agreement, QSIP LP and certain of its affiliates have delegated sole voting and dispositive power over the Sunnova Shares 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. Each of Newlight GP LLC, Ravi Yadav and David Wassong disclaims beneficial ownership of the Sunnova Shares, except to the extent of its pecuniary interest therein, and the inclusion of the Sunnova Shares in this report shall not be deemed to be an admission of beneficial ownership of the Sunnova Shares.
- [F2]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.
- [F3]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, 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 for any purpose.
- [F4]$25,686,000 of the Convertible Notes are held directly by QSIP LP and $80,000 of the Convertible Notes 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 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.
- [F5]The conversion of the Convertible Notes was exempt from the Section 16(b) short swing profits rule because of the Rule 16b-6 exemption for conversions of fixed-price derivative securities, and the issuance of the shares underlying the Convertible Notes in the conversion was exempt from Section 16(b) short swing profits rule because of the Rule 16b-3(d)(1) exemption for acquisitions from the Company approved the the Company's board of directors.
Documents
Issuer
Sunnova Energy International Inc.
CIK 0001772695
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001782866
Filing Metadata
- Form type
- 4
- Filed
- Jan 25, 7:00 PM ET
- Accepted
- Jan 26, 1:50 PM ET
- Size
- 19.1 KB