Form 4 for SHLS Shoals Technologies Group, Inc.
Accepted 2023-03-08 00:00:00 ET · period of report 2023-03-07 · accession 0001209191-23-017198 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2023-03-08 | 2023-03-07 | SHLS | Solon Holdco II, LLC | 10% | C - Cnv Deriv | — | 0 | 0 | New | — |
| DI | 2023-03-08 | 2023-03-07 | SHLS | Solon Holdco II, LLC | 10% | C - Cnv Deriv | — | -28.18M | 0 | -100% | — |
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 A Common Stock | 2023-03-07 | C | A | 28,176,897 | — | 28,176,897 | I See Footnote | — | — | (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. |
| 2 | Common | Class B Common Stock | 2023-03-07 | C | D | 28,176,897 | — | 0 | I See Footnote | — | — | (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. |
| 3 | Derivative | Common Units | 2023-03-07 | C | D | 28,176,897 | — | 0 | I See Footnote | — · — to — | 28,176,897 Class A Common Stock | (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. |