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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Sunnova Energy International Inc. [ NOVA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/05/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Common Stock | 07/29/2022 | M | 119,047 | A | $0(1) | 500,798(2)(3)(4) | D | |||
Common Stock | 08/01/2022 | S | 48,250(5) | D | $24.6153 | 452,548 | D | |||
Common Stock | 08/01/2022 | S | 1,405(5) | D | $23.4101 | 451,143 | D | |||
Common Stock | 08/01/2022 | S | 1(5) | D | $25.9945 | 451,142 | D | |||
Common Stock | 11/05/2020 | G | 129(6) | D | $0 | 0(3) | I | See Footnote(7) | ||
Common Stock | 12/29/2020 | G | 12,000(6) | D | $0 | 0(3) | I | See Footnote(7) | ||
Common Stock | 24,100(4) | I | See Footnote(8) | |||||||
Common Stock | 7,471 | I | See Footnote(9) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Restricted Stock Units | (1) | 07/29/2022 | M | 119,047 | (10) | (10) | Common Stock | 119,047 | $0 | 476,192 | D |
Explanation of Responses: |
1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of common stock of Sunnova Energy International Inc. ("Common Stock"). |
2. Such shares of common stock include 17 shares that were received in connection with the closing of the initial public offering of the Issuer in exchange for previously held interests in Sunnova Energy Corporation, pursuant to that certain Agreement and Plan of Merger, dated as of July 29, 2019, by and among the Issuer, Sunnova Energy Corporation and Sunnova Merger Sub Inc., and were inadvertently omitted from the reporting person's Form 4 filed on July 31, 2019 due to an administrative error. |
3. Reflects the reclassification of 22,113 shares of Common Stock from indirect form of ownership to direct form of ownership. Such shares of Common Stock were indirectly owned by the reporting person through Jackson Leigh Ventures, LLC until March 25, 2021, at which time they were transferred to the reporting person's personal brokerage account. The reporting person is the sole member of Jackson Leigh Ventures, LLC. |
4. Reflects the reclassification of 24,100 shares of Common Stock from direct form of ownership to indirect form of ownership. Such shares of Common Stock were previously reported as being directly owned by the reporting person, but have been held in the IRA of the reporting person's spouse. |
5. The sale of such shares of Common Stock was authorized by the reporting person in order to meet tax obligations upon vesting July 29, 2022 and further settlement. |
6. The reported gifts of Common Stock were inadvertently omitted from the reporting person's Form 5 filed on February 2, 2021. |
7. Such shares of common stock were owned directly by Jackson Leigh Ventures, LLC. The reporting person is the sole member of Jackson Leigh Ventures, LLC. |
8. Such shares of Common Stock are held in the IRA of the reporting person's spouse. |
9. Such shares of Common Stock are held in the reporting person's IRA. |
10. The RSUs will vest in seven equal annual installments beginning on July 29, 2020. Common Stock will be delivered to the reporting person no later than 15 days after the RSUs vest. |
Remarks: |
Chairman of the Board, President, and Chief Executive Officer |
/s/ Walter A. Baker by Power of Attorney | 08/02/2022 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |