0000899243-21-003777.txt : 20210129 0000899243-21-003777.hdr.sgml : 20210129 20210129213603 ACCESSION NUMBER: 0000899243-21-003777 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210129 FILED AS OF DATE: 20210129 DATE AS OF CHANGE: 20210129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Forth John Bradford CENTRAL INDEX KEY: 0001827742 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39942 FILM NUMBER: 21574012 MAIL ADDRESS: STREET 1: C/O ARRAY TECHNOLOGIES, INC. STREET 2: 3901 MIDWAY PLACE NE CITY: ALBUQUERQUE STATE: NM ZIP: 87109 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Shoals Technologies Group, Inc. CENTRAL INDEX KEY: 0001831651 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1400 SHOALS WAY CITY: PORTLAND STATE: TN ZIP: 37148 BUSINESS PHONE: 615-451-1400 MAIL ADDRESS: STREET 1: 1400 SHOALS WAY CITY: PORTLAND STATE: TN ZIP: 37148 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-01-29 0 0001831651 Shoals Technologies Group, Inc. SHLS 0001827742 Forth John Bradford 1400 SHOALS WAY PORTLAND TN 37148 1 0 0 0 Class B Common Stock, par value $0.00001 per share 2021-01-29 4 A 0 183063 A 183063 I See Footnotes Class A Common Stock, par value $0.00001 per share 2021-01-29 4 A 0 375000 0.00 A 375000 D Common Units 2021-01-29 4 J 0 183063 A Class A Common Stock 183063 183063 I See Footnotes In the reorganization transactions (the "Reorganization Transactions") in connection with the closing of the initial public offering (the "IPO") of Shoals Technologies Group, Inc. (the "Issuer"), shares of Class B Common Stock, par value $0.00001 per share ("Class B Common Stock") of the Issuer were issued to Shoals Management Holdings LLC ("Holdings"), equal to the number of common units ("Common Units") in Shoals Parent LLC ("Parent") held by Holdings, for nominal consideration. John Bradford Forth indirectly holds 183,063 Common Units and an equal number of Class B Common Stock through his membership interest in Holdings. Holdings is controlled by its sole manager, Parent. John Bradford Forth serves on the board of directors of Parent. As such, John Bradford Forth may be deemed to have beneficial ownership of the shares held directly by Holdings. John Bradford Forth expressly disclaims beneficial ownership of any equity securities owned by Holdings, except to the extent of his pecuniary interests therein, and the filing of this Form 4 shall not be construed as an admission that he is the beneficial owner of any equity securities owned by Holdings. John Bradford Forth is a Senior Advisor of Oaktree Capital Management, L.P. ("OCM"), a registered investment adviser under the Investment Advisers Act of 1940, as amended. This Form 4 excludes any shares of the Issuer's Class A Common Stock, par value $0.00001 per share ("Class A Common Stock") of the Issuer owned by Oaktree Power Opportunities Fund IV (Delaware) Holdings, L.P., as an affiliate of OCM. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Pursuant to the Third Amended and Restated Limited Liability Company Agreement of Parent, Holdings may, subject to certain exceptions, from time to time at its options require Parent to redeem all or a portion of its Common Units (together with an equal number of Class B Common Stock) 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 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. In the Reorganization Transactions, all existing ownership interests in Parent were recapitalized into Common Units. Represents restricted stock units which will vest in four equal annual installments beginning on the first anniversary of January 29, 2021. Restricted stock units will be settled by delivery of an equal number of shares of the issuer's Class A Common Stock. /s/ Mehgan Peetz, as Attorney-in-Fact for John Bradford Forth 2021-01-29