0000899243-21-003878.txt : 20210201
0000899243-21-003878.hdr.sgml : 20210201
20210201170839
ACCESSION NUMBER: 0000899243-21-003878
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210129
FILED AS OF DATE: 20210201
DATE AS OF CHANGE: 20210201
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Solon Dean
CENTRAL INDEX KEY: 0001838438
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39942
FILM NUMBER: 21577669
MAIL ADDRESS:
STREET 1: C/O SHOALS TECHNOLOGIES GROUP
STREET 2: 1400 SHOALS WAY
CITY: PORTLAND
STATE: TN
ZIP: 37148
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Solon Holdco I, GP
CENTRAL INDEX KEY: 0001839700
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39942
FILM NUMBER: 21577670
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
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Solon Holdco II, GP
CENTRAL INDEX KEY: 0001839696
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39942
FILM NUMBER: 21577671
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
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Solon Holdco III, LLC
CENTRAL INDEX KEY: 0001839671
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39942
FILM NUMBER: 21577672
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
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
0001838438
Solon Dean
1400 SHOALS WAY
PORTLAND
TN
37148
1
0
1
0
0001839700
Solon Holdco I, GP
1400 SHOALS WAY
PORTLAND
TN
37148
0
0
1
0
0001839696
Solon Holdco II, GP
1400 SHOALS WAY
PORTLAND
TN
37148
0
0
1
0
0001839671
Solon Holdco III, LLC
1400 SHOALS WAY
PORTLAND
TN
37148
0
0
1
0
Class B Common Stock, par value $0.00001 per share
2021-01-29
4
A
0
68314792
A
68314792
D
Class B Common Stock, par value $0.00001 per share
2021-01-29
4
D
0
5234210
D
63080582
D
Common Units
2021-01-29
4
J
0
68314792
A
Class A Common Stock
68314792
68314792
D
Common Units
2021-01-29
4
J
0
5234210
D
Class A Common Stock
5234210
63080582
D
This Form 4 is being filed jointly by (each, a "Reporting Person" and, collectively, the "Reporting Persons") (i) Dean Solon, (ii) Solon Holdco I, GP ("Holdco I"); (iii) Solon Holdco II, GP ("Holdco II") and (iv) Solon Holdco III, LLC ("Holdco III").
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 certain holders of common units ("Common Units") in Shoals Parent LLC ("Parent"), equal to the number of Common Units held by such holders, for nominal consideration.
Represents 52,342, 1,727,289 and 3,454,579 Common Units, together with a corresponding number of shares of Class B Common Stock, transferred by Dean Solon, Holdco I and Holdco II, respectively, to the Issuer in connection with the closing of the IPO at a price of $23.75 (the per-share price paid by the underwriters for shares of the Class A Common Stock, par value $0.00001 per share ("Class A Common Stock") in the IPO) for one Common Unit and one share of Class B Common Stock.
Upon the consummation of the Reorganization Transactions and the closing of the IPO, (i) Dean Solon directly holds 630,806 Common Units in Parent and an equal number of Class B Common Stock, (ii) Holdco I directly holds 20,816,592 Common Units in Parent and an equal number of Class B Common Stock, and is controlled by its general partners, Dean Solon and Holdco III, and (iii) Holdco II directly holds 41,633,184 Common Units and an equal number of Class B Common Stock, and is controlled by its general partners, Dean Solon and Holdco III. Holdco III is fully owned by Dean Solon.
Each of the Reporting Persons expressly disclaims beneficial ownership of the equity securities reported herein, except to the extent of their respective pecuniary interests therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 4.
The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.
Pursuant to the Third Amended and Restated Limited Liability Company Agreement of Parent, Dean Solon, Holdco I and Holdco II may, subject to certain exceptions, from time to time at each of their options require Parent to redeem all or a portion of their 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.
/s/ Mehgan Peetz, as Attorney-in-Fact for Dean Solon
2021-02-01
/s/ Mehgan Peetz, as Attorney-in-Fact for Solon Holdco I, GP
2021-02-01
/s/ Mehgan Peetz, as Attorney-in-Fact for Solon Holdco II, GP
2021-02-01
/s/ Mehgan Peetz, as Attorney-in-Fact for Solon Holdco III, LLC
2021-02-01