Dean Solon - 07 Mar 2023 Form 4 Insider Report for Shoals Technologies Group, Inc. (SHLS)

Role
10%+ Owner
Signature
/s/ Dean Solon
Issuer symbol
SHLS
Transactions as of
07 Mar 2023
Transactions value $
$0
Form type
4
Filing time
08 Mar 2023, 15:20:51 UTC
Previous filing
06 Dec 2022
Next filing
10 Mar 2023
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 -28.2M -100% 0 07 Mar 2023 See Footnote F1, F2, F3
transaction SHLS Class A Common Stock Conversion of derivative security +28.2M 28.2M 07 Mar 2023 See Footnote F1, F2, F3
holding SHLS Class A Common Stock 62.5K 07 Mar 2023 Direct

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 -28.2M -100% 0 07 Mar 2023 Class A Common Stock 28.2M See Footnote F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.