Philip A. Garton - 07 Dec 2021 Form 4 Insider Report for Shoals Technologies Group, Inc. (SHLS)

Role: Chief Financial Officer
Signature: /s/ Mehgan Peetz, as Attorney in Fact for Philip A. Garton
Issuer symbol: SHLS
Transactions as of: 07 Dec 2021
Transactions value $: $0
Form type: 4
Filing time: 09 Dec 2021, 20:39:12 UTC
Previous filing: 10 Nov 2021
Next filing: 22 Dec 2021
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SHLS	Class B Common Stock	Conversion of derivative security		-210K	-24.71%		640K	07 Dec 2021	See footnote	F1, F2
transaction	SHLS	Class A Common Stock	Conversion of derivative security		+210K	+1715.13%		222K	07 Dec 2021	Direct	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	SHLS	Common Units	Conversion of derivative security		-210K	-24.71%		640K	07 Dec 2021	Class A Common Stock	210K		See footnote	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Pursuant to the Third Amended and Restated Limited Liability Company Agreement of Shoals Parent LLC ("Parent"), the Reporting Person, who holds the reported securities indirectly through Parent, may, subject to certain exceptions, from time to time at his option, require Parent to redeem all or a portion of her Parent common units ("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.
F2	In connection with the expiration of the post-IPO related lockup, the Reporting Persons converted 210,000 Common Units (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.

Content

Pursuant to the Third Amended and Restated Limited Liability Company Agreement of Shoals Parent LLC ("Parent"), the Reporting Person, who holds the reported securities indirectly through Parent, may, subject to certain exceptions, from time to time at his option, require Parent to redeem all or a portion of her Parent common units ("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.

In connection with the expiration of the post-IPO related lockup, the Reporting Persons converted 210,000 Common Units (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.