GIP III Sol Acquisition, LLC 4
4 · SUNPOWER CORP · Filed Jun 5, 2024
Insider Transaction Report
Form 4
SUNPOWER CORPSPWR
GIP III Sol Holdings, L.P.
Director10% Owner
Transactions
- Tax Payment
Common Stock
2024-06-03$3.03/sh−110,357$334,382→ 162,860,155 total(indirect: See Footnote) - Exercise/Conversion
Common Stock
2024-06-03$0.01/sh+33,402,112$334,021→ 162,970,512 total(indirect: See Footnote) - Exercise/Conversion
Warrant (right to buy)
2024-06-03−1→ 0 total(indirect: See Footnote)Exercise: $0.01Exp: 2034-05-30→ Common Stock (33,402,112 underlying)
Footnotes (4)
- [F1]The securities reported herein are held directly by Sol Holding, LLC ("HoldCo"). TotalEnergies Renewables USA, LLC owns a number of units of HoldCo equal to 50% of the outstanding units plus one unit, and GIP III Sol Acquisition, LLC, owns a number of units of HoldCo equal to 50% of the outstanding units minus one unit.
- [F2]The sole member of GIP III Sol Acquisition, LLC is GIP III Sol Holdings, L.P. The general partner of GIP III Sol Holdings, L.P. is Global Infrastructure GP III, L.P. The General Partner of Global Infrastructure GP III, L.P. is Global Infrastructure Investors III, LLC. As a result, each of the foregoing entities is a Reporting Person and may be deemed to beneficially own the securities reported herein; however, each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. Solely for purposes of Section 16 of the Exchange Act, each Reporting Person may be deemed a "director by deputization".
- [F3]On June 3, 2024, HoldCo exercised a warrant previously issued to it by SunPower Corp. ("Issuer") on May 30, 2024. The warrant is exercisable for shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock").
- [F4]HoldCo paid the exercise price on a cashless basis pursuant to the terms of the warrant, resulting in the Issuer withholding 110,357 shares of Common Stock to pay the exercise price and issuing to HoldCo an aggregate of 33,291,755 shares of Common Stock.