0001562180-19-002566.txt : 20190503 0001562180-19-002566.hdr.sgml : 20190503 20190503160525 ACCESSION NUMBER: 0001562180-19-002566 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190501 FILED AS OF DATE: 20190503 DATE AS OF CHANGE: 20190503 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gopalakrishnan Ramesh CENTRAL INDEX KEY: 0001775166 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37839 FILM NUMBER: 19796123 MAIL ADDRESS: STREET 1: 8501 NORTH SCOTTSDALE ROAD STREET 2: SUITE 100 CITY: SCOTTSDALE STATE: AZ ZIP: 85253 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TPI COMPOSITES, INC CENTRAL INDEX KEY: 0001455684 STANDARD INDUSTRIAL CLASSIFICATION: ENGINES & TURBINES [3510] IRS NUMBER: 201590775 BUSINESS ADDRESS: STREET 1: 8501 N SCOTTSDALE ROAD STREET 2: GAINEY CENTER II, SUITE 100 CITY: SCOTTSDALE STATE: AZ ZIP: 85253 BUSINESS PHONE: 480-305-8910 MAIL ADDRESS: STREET 1: 8501 N SCOTTSDALE ROAD STREET 2: GAINEY CENTER II, SUITE 100 CITY: SCOTTSDALE STATE: AZ ZIP: 85253 FORMER COMPANY: FORMER CONFORMED NAME: TPI COMPOSITES INC DATE OF NAME CHANGE: 20090206 3 1 primarydocument.xml PRIMARY DOCUMENT X0206 3 2019-05-01 0 0001455684 TPI COMPOSITES, INC TPIC 0001775166 Gopalakrishnan Ramesh 8501 NORTH SCOTTSDALE ROAD SUITE 100 SCOTTSDALE AZ 85253 false true false false Chief Operating Officer - Wind Common Stock 2555.00 D Stock Options (Right to buy) 18.70 2026-09-12 Common Stock 2006.00 D Stock Options (Right to buy) 18.70 2026-09-12 Common Stock 27653.00 D Restricted Stock Units 0.00 Common Stock 3490.00 D Restricted Stock Units 0.00 Common Stock 7981.00 D Restricted Stock Units 0.00 Common Stock 3308.00 D Restricted Stock Units 0.00 Common Stock 6583.00 D Restricted Stock Units 0.00 Common Stock 2563.00 D 25% of the securities underlying the original stock option grant vested on September 12, 2017 and 6.25% vest on each quarterly anniversary thereafter, provided, that the Reporting Person continues to provide service to the Issuer through each applicable vesting date. Each restricted stock unit (RSU) represents a contingent right to receive one share of the common stock. All unvested RSUs will automatically expire upon Reporting Person's termination of service from Issuer. The RSUs underlying the original restricted stock unit grant vest in three tranches as follows: 20% vested on March 7, 2018, 30% vested on March 7, 2019 and 50% will vest on March 7, 2020; provided, that the Reporting Person continues to provide service to the Issuer through the applicable vesting date. The RSUs will vest in three tranches: 1/3 will vest upon the Issuer's common stock achieving a market price of $28, 1/3 will vest upon the Issuer's common stock achieving a market price of $33 and 1/3 will vest upon the Issuer's common stock achieving a market price of $38, in each case during the performance period starting on January 1, 2018 and ending on December 31, 2020; provided, that the Reporting Person continues to provide services to the Issuer through the end of the performance period. 100% of the RSUs will vest on March 14, 2021; provided, that the Reporting Person continues to provide services to the Issuer through the vesting date. The RSUs will vest in three tranches: 1/3 will vest upon the Issuer's common stock achieving a market price of $36, 1/3 will vest upon the Issuer's common stock achieving a market price of $42 and 1/3 will vest upon the Issuer's common stock achieving a market price of $48, in each case during the performance period starting on January 1, 2019 and ending on December 31, 2021; provided, that the Reporting Person continues to provide services to the Issuer through the end of the performance period. 100% of the RSUs will vest on March 6, 2022; provided, that the Reporting Person continues to provide services to the Issuer through the vesting date. /s/ Steven G. Fishbach, Attorney-in-Fact 2019-05-03 EX-99 2 poaramesh.txt POA LIMITED POWER OF ATTORNEY The undersigned hereby constitutes and appoints each of Steven G. Fishbach, Marlene Neely and Bradley C. Weber, signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as officer and/or director of TPI Composites, Inc. (the Company), from time to time the following U.S. Securities and Exchange Commission (SEC) forms: (i) Form ID, including any attached documents, to effect the assignment of codes to the undersigned to be used in the transmission of information to the SEC using the EDGAR System; (ii) Form 3, Initial Statement of Beneficial Ownership of Securities, including any attached documents;(iii) Form 4, Statement of Changes in Beneficial Ownership of Securities, including any attached documents; (iv) Form 5, Annual Statement of Beneficial Ownership of Securities in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents;(v) Schedule 13D and (vi) amendments of each thereof, in accordance with the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, Schedule 13D or any amendment(s) thereto, and timely file such form(s) with the SEC and any securities exchange, national association or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-facts discretion. The undersigned hereby grants to each such attorney-in-fact, acting singly, full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-facts substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights a nd powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigneds responsibilities to comply with Section 16 or Regulation 13D-G of the Securities Exchange Act of 1934, as amended. The undersigned hereby agrees to indemnify the attorneys-in-fact and the Company from and against any demand, damage, loss, cost or expense arising from any false or misleading information provided by the undersigned to the attorneys-in-fact. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file such forms with respect to the undersigneds holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. This Power of Attorney supersedes any prior power of attorney in connection with the undersigneds capacity as an officer and/or director of the Company. This Power of Attorney shall expire as to any individual attorney-in-fact if such attorney-in-fact ceases to be an executive officer of, or legal counsel to, the Company. In witness thereof, the undersigned has caused this Power of Attorney to be executed as of April 24, 2019. s Ramesh Gopalakrishnan Name Ramesh Gopalakrishnan