Form 4 for SHLS Shoals Technologies Group, Inc.
Accepted 2021-07-21 00:00:00 ET · period of report 2021-07-19 · accession 0000899243-21-029242 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2021-07-21 | 2021-07-19 | SHLS | Solon Dean | Dir, 10% | D - Sale to Iss | — | -5.00M | 58.08M | -8% | — |
| D | 2021-07-21 | 2021-07-19 | SHLS | Solon Dean | Dir, 10% | D - Sale to Iss | — | -5.00M | 58.08M | -8% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class B Common Stock, par value $0.00001 per share | 2021-07-19 | D | D | 5,000,000 | — | 58,080,582 | D | — | — | (F4) Each of the Reporting Persons expressly disclaims beneficial ownership of the equity securities reported herein, except to the extent of their respective pecuniary interests therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 4. (F2) Represents 50,000, 1,650,000 and 3,300,000 common units ("Common Units") in Shoals Parent LLC ("Parent"), together with a corresponding number of shares of Class B Common Stock, par value $0.00001 per share ("Class B Common Stock") of Shoals Technologies Group, Inc. (the "Issuer"), transferred by Dean Solon, Holdco I and Holdco II, respectively, to the Issuer in connection with the closing of an underwritten public offering (the "Follow-on Offering") of the Issuer's Class A Common Stock, par value $0.00001 per share ("Class A Common Stock"), at a price of $27.02 (the per-share price paid by the underwriters for shares of Class A Common Stock in the Follow-on Offering) for one Common Unit and one share of Class B Common Stock. (F5) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (F1) This Form 4 is being filed jointly by (each, a "Reporting Person" and, collectively, the "Reporting Persons") (i) Dean Solon, (ii) Solon Holdco I, GP ("Holdco I"); (iii) Solon Holdco II, GP ("Holdco II") and (iv) Solon Holdco III, LLC ("Holdco III"). (F3) Upon the consummation of the Follow-on Offering, (i) Dean Solon directly holds 580,806 Common Units in Parent and an equal number of Class B Common Stock, (ii) Holdco I directly holds 19,166,592 Common Units in Parent and an equal number of Class B Common Stock, and is controlled by its general partners, Dean Solon and Holdco III, and (iii) Holdco II directly holds 38,333,184 Common Units and an equal number of Class B Common Stock, and is controlled by its general partners, Dean Solon and Holdco III. Holdco III is fully owned by Dean Solon. |
| 2 | Derivative | Common Units | 2021-07-19 | D | D | 5,000,000 | — | 58,080,582 | D | — · — to — | 5,000,000 Class A Common Stock | (F4) Each of the Reporting Persons expressly disclaims beneficial ownership of the equity securities reported herein, except to the extent of their respective pecuniary interests therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 4. (F2) Represents 50,000, 1,650,000 and 3,300,000 common units ("Common Units") in Shoals Parent LLC ("Parent"), together with a corresponding number of shares of Class B Common Stock, par value $0.00001 per share ("Class B Common Stock") of Shoals Technologies Group, Inc. (the "Issuer"), transferred by Dean Solon, Holdco I and Holdco II, respectively, to the Issuer in connection with the closing of an underwritten public offering (the "Follow-on Offering") of the Issuer's Class A Common Stock, par value $0.00001 per share ("Class A Common Stock"), at a price of $27.02 (the per-share price paid by the underwriters for shares of Class A Common Stock in the Follow-on Offering) for one Common Unit and one share of Class B Common Stock. (F5) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (F1) This Form 4 is being filed jointly by (each, a "Reporting Person" and, collectively, the "Reporting Persons") (i) Dean Solon, (ii) Solon Holdco I, GP ("Holdco I"); (iii) Solon Holdco II, GP ("Holdco II") and (iv) Solon Holdco III, LLC ("Holdco III"). (F3) Upon the consummation of the Follow-on Offering, (i) Dean Solon directly holds 580,806 Common Units in Parent and an equal number of Class B Common Stock, (ii) Holdco I directly holds 19,166,592 Common Units in Parent and an equal number of Class B Common Stock, and is controlled by its general partners, Dean Solon and Holdco III, and (iii) Holdco II directly holds 38,333,184 Common Units and an equal number of Class B Common Stock, and is controlled by its general partners, Dean Solon and Holdco III. Holdco III is fully owned by Dean Solon. (F6) Pursuant to the Third Amended and Restated Limited Liability Company Agreement of Parent, Dean Solon, Holdco I and 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 Common Units (together with an equal number of Class B Common Stock) 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 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. |