SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* TPG GP A, LLC (Last) (First) (Middle) C/O TPG INC. 301 COMMERCE STREET, SUITE 3300 (Street) FORT WORTH TX 76102 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Nextracker Inc. [ NXT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 07/03/2023
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	07/03/2023		S		2,518,438	D	$35.3137	12,760,752	I	See Explanation of Responses(1)(2)(3)(6)(7)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Unit and Class B Common Stock(4)	(4)	07/03/2023		J(5)			1,606,562	(4)	(4)	Class A Common Stock	1,606,562	$35.3137	8,140,341	I	See Explanation of Responses(1)(3)(4)(6)(7)

1. Name and Address of Reporting Person* TPG GP A, LLC (Last) (First) (Middle) C/O TPG INC. 301 COMMERCE STREET, SUITE 3300 (Street) FORT WORTH TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BONDERMAN DAVID (Last) (First) (Middle) C/O TPG INC. 301 COMMERCE STREET, SUITE 3300 (Street) FORT WORTH TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* COULTER JAMES G (Last) (First) (Middle) C/O TPG INC. 301 COMMERCE STREET, SUITE 3300 (Street) FORT WORTH TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WINKELRIED JON (Last) (First) (Middle) C/O TPG INC. 301 COMMERCE STREET, SUITE 3300 (Street) FORT WORTH TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Each of David Bonderman, James G. Coulter and Jon Winkelried own entities that own TPG GP A, LLC (together with Messrs. Bonderman, Coulter and Winkelried, the "Reporting Persons"), which is the managing member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which holds 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc., which is the managing member of TPG GPCo, LLC, which is the sole member TPG Holdings II-A, LLC, which is the general partner of TPG Operating Group II, L.P., which is the sole member of each of (i) The Rise Fund II DE AIV GenPar Advisors, LLC and (ii) TPG Rise Climate DE AIV GenPar Advisors, LLC.

2. The Rise Fund II DE AIV GenPar Advisors, LLC is the general partner of The Rise Fund II DE AIV GenPar, L.P., which is the sole member of The Rise Fund II DE AIV SPV GP, LLC, which is the general partner of The Rise Fund II BDH, L.P., which directly holds 1,399,242 shares of Class A common stock ("Class A Shares") of Nextracker Inc. (the "Issuer").

3. TPG Rise Climate DE AIV GenPar Advisors, LLC is the general partner of TPG Rise Climate DE AIV GenPar, L.P., which is the sole member of TPG Rise Climate DE AIV SPV GP, LLC, which is the general partner of each of (i) TPG Rise Flash, L.P., which directly holds 8,140,341 common units ("Common Units") of Nextracker LLC and an equal number of shares of Class B common stock ("Class B Shares") of the Issuer, (ii) TPG Rise Climate Flash CI BDH, L.P., which directly holds 1,062,653 Class A Shares, and (iii) TPG Rise Climate BDH, L.P. (together with The Rise Fund II BDH, L.P., TPG Rise Flash, L.P. and TPG Rise Climate Flash CI BDH, L.P., the "TPG Funds"), which directly holds 10,298,857 Class A Shares.

4. Pursuant to the terms of the Exchange Agreement by and among the Issuer, Nextracker LLC and the holders from time to time of Common Units (the "Exchange Agreement"), TPG Rise Flash, L.P. may exchange all or a portion of its Common Units (along with a corresponding number of its Class B Shares) at any time for Class A Shares on a one-for-one basis initially, subject to customary adjustments, or, at the option of the Issuer, cash (based on the then-market value of the Class A Shares).

5. On July 3, 2023, the Issuer purchased from TPG Rise Flash, L.P. 1,606,562 Common Units (together with a corresponding number of Class B Shares) at a price of $35.31375 per Common Unit/Class B Share (with a corresponding number of Class B Shares being retired and canceled for no consideration).

6. Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each TPG Funds and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any.

7. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Remarks:

(8) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (9) Gerald Neugebauer is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated February 26, 2020, which were previously filed with the Securities and Exchange Commission. (10) Gerald Neugebauer is signing on behalf of Mr. Winkelried pursuant to the authorization and designation letter dated October 12, 2020, which was previously filed with the Securities and Exchange Commission.

	/s/ Bradford Berenson, General Counsel, TPG GP A, LLC (8)	07/06/2023
	/s/ Gerald Neugebauer, on behalf of David Bonderman (8) (9)	07/06/2023
	/s/ Gerald Neugebauer, on behalf of James G. Coulter (8) (9)	07/06/2023
	/s/ Gerald Neugebauer, on behalf of Jon Winkelried (8) (10)	07/06/2023
	** Signature of Reporting Person	Date
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