4//SEC Filing
Garton Philip A 4
Accession 0000899243-21-003778
CIK 0001831651other
Filed
Jan 28, 7:00 PM ET
Accepted
Jan 29, 9:36 PM ET
Size
9.6 KB
Accession
0000899243-21-003778
Insider Transaction Report
Form 4
Garton Philip A
Chief Financial Officer
Transactions
- Award
Class B Common Stock, par value $0.00001 per share
2021-01-29+1,290,570→ 1,290,570 total(indirect: See Footnotes) - Other
Common Units
2021-01-29+1,290,570→ 1,290,570 total(indirect: See Footnotes)→ Class A Common Stock (1,290,570 underlying)
Footnotes (5)
- [F1]In the reorganization transactions (the "Reorganization Transactions") in connection with the closing of the initial public offering (the "IPO") of Shoals Technologies Group, Inc. (the "Issuer"), shares of Class B Common Stock, par value $0.00001 per share ("Class B Common Stock") of the Issuer were issued to Shoals Management Holdings LLC ("Holdings"), equal to the number of common units ("Common Units") in Shoals Parent LLC ("Parent") held by Holdings, for nominal consideration.
- [F2]Philip A. Garton indirectly holds 1,290,570 Common Units and an equal number of Class B Common Stock through his membership interest in Holdings.
- [F3]Holdings is controlled by its sole manager, Parent. Philip A. Garton is the Chief Financial Officer of Parent. As such, Philip A. Garton may be deemed to have beneficial ownership of the shares held directly by Holdings. Philip A. Garton expressly disclaims beneficial ownership of any equity securities owned by Holdings, except to the extent of his pecuniary interests therein, and the filing of this Form 4 shall not be construed as an admission that he is the beneficial owner of any equity securities owned by Holdings.
- [F4]Pursuant to the Third Amended and Restated Limited Liability Company Agreement of Parent, Holdings may, subject to certain exceptions, from time to time at its options require Parent to redeem all or a portion of its 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, par value $0.00001 per share ("Class A Common Stock") of the Issuer 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.
- [F5]In the Reorganization Transactions, all existing ownership interests in Parent were recapitalized into Common Units.
Documents
Issuer
Shoals Technologies Group, Inc.
CIK 0001831651
Entity typeother
Related Parties
1- filerCIK 0001831817
Filing Metadata
- Form type
- 4
- Filed
- Jan 28, 7:00 PM ET
- Accepted
- Jan 29, 9:36 PM ET
- Size
- 9.6 KB