SEC FORM 4

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

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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^*

Hultberg Kelsey

(Last)

(First)

(Middle)

20 EAST GREENWAY PLAZA,

SUITE 540

(Street)

HOUSTON

77046

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Sunnova Energy International Inc. [ NOVA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
03/22/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/22/2023		S		2,400⁽¹⁾	D	$14.03⁽²⁾	19,974	D
Common Stock	03/23/2023		S		680⁽³⁾	D	$14.62	19,294	D
Common Stock								675	I	By Spouse

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁴⁾	03/22/2023		A		18,107		⁽⁵⁾	⁽⁵⁾	Common Stock	18,107	$0	18,107	D
Non-Qualified Stock Option (Right to Buy)	$13.53	03/22/2023		A		14,112		⁽⁶⁾	03/22/2033	Common Stock	14,112	$0	14,112	D
Non-Qualified Stock Option (Right to Buy)	$14.88	03/22/2023		A		14,531		⁽⁶⁾	03/22/2033	Common Stock	14,531	$0	14,531	D

Explanation of Responses:

1. The sale of such shares of common stock of Sunnova Energy International Inc. ("Common Stock") was authorized by the reporting person to cover the tax withholding obligation upon the March 22, 2023, settlement of the common stock that vested on March 10, 2023, and restricted stock units that vested on March 12, 2023.

2. The price reported in Column 4 is a weighted average price. These shares of Common Stock were sold in multiple transactions at prices ranging from $13.80 to $14.19. The reporting person undertakes to provide to Sunnova Energy International Inc., any security holder thereof, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Common Stock sold at each separate price within the such range.

3. The sale of such shares of Common Stock was authorized by the reporting person to cover the tax withholding obligation upon the March 23, 2023 settlement of the restricted stock units that vested on March 22, 2023.

4. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Common Stock.

5. These RSUs were awarded under the Sunnova Energy International Inc. 2019 Long-Term Incentive Plan ("Plan") and vest in full on the third anniversary of the date of grant. Common Stock will be delivered to the reporting person no later than 15 days after the RSUs vest.

6. These Nonqualified Stock Options ("Options") were granted under the Plan and become exercisable in full on the third anniversary of the date of grant.

Remarks:

Executive Vice President, Corporate Communications and Sustainability

	/s/ David Searle by Power of Attorney	03/24/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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