Solon Holdco III, LLC 4
4 · Shoals Technologies Group, Inc. · Filed Mar 8, 2023
Insider Transaction Report
Form 4
Solon Dean
Director10% Owner
Transactions
- Conversion
Class B Common Stock
2023-03-07−28,176,897→ 0 total(indirect: See Footnote) - Conversion
Class A Common Stock
2023-03-07+28,176,897→ 28,176,897 total(indirect: See Footnote) - Conversion
Common Units
2023-03-07−28,176,897→ 0 total(indirect: See Footnote)→ Class A Common Stock (28,176,897 underlying)
Holdings
- 62,500
Class A Common Stock
Footnotes (3)
- [F1]In connection with a previously announced underwritten public offering, the Reporting Persons (as defined below) converted common units ("Common Units") of Shoals Parent LLC ("Parent") (together with a corresponding number of shares of the Issuer's Class B Common Stock) into an equivalent number of shares of the Issuer's Class A Common Stock.
- [F2]Pursuant to the Third Amended and Restated Limited Liability Company Agreement of Parent, as amended, Dean Solon, Solon Holdco I, LLC ("Holdco I") and Solon Holdco II, LLC ("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 Parent Common Units (together with an equal number of shares of the Issuer's Class B Common Stock which are forfeited for no consideration) 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 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.
- [F3]This Form 4 is being filed jointly by (each, a "Reporting Person" and, collectively, the "Reporting Persons") (i) Dean Solon; (ii) Holdco I; (iii) Holdco II; and (iv) Solon Holdco III, LLC.