0000899243-21-029249.txt : 20210721 0000899243-21-029249.hdr.sgml : 20210721 20210721165543 ACCESSION NUMBER: 0000899243-21-029249 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210719 FILED AS OF DATE: 20210721 DATE AS OF CHANGE: 20210721 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Whitaker Jason R CENTRAL INDEX KEY: 0001831778 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39942 FILM NUMBER: 211105102 MAIL ADDRESS: STREET 1: C/O SHOALS TECHNOLOGIES GROUP STREET 2: 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 2021-07-19 0 0001831651 Shoals Technologies Group, Inc. SHLS 0001831778 Whitaker Jason R 1400 SHOALS WAY PORTLAND TN 37148 1 1 0 0 Chief Executive Officer Class B Common Stock, par value $0.00001 per share 2021-07-19 4 D 0 762556 D 0 D Class B Common Stock, par value $0.00001 per share 1416180 I See Footnotes Common Units 2021-07-19 4 D 0 762556 D Class A Common Stock 762556 0 D Common Units Class A Common Stock 1416180 1416180 I See Footnotes Represents 762,556 common units ("Common Units") in Shoals Parent LLC ("Parent"), together with a corresponding number of shares of Class B Common Stock, par value $0.00001 per share ("Class B Common Stock") of Shoals Technologies Group, Inc. (the "Issuer"), previously reported as indirectly held by the Reporting Person through his membership interest in Shoals Management Holdings LLC ("Holdings"). Represents 762,556 Common Units, together with a corresponding number of shares of Class B Common Stock, transferred by the Reporting Person to the Issuer in connection with the closing of an underwritten public offering (the "Follow-on Offering") of the Issuer's Class A Common Stock, par value $0.00001 per share ("Class A Common Stock") at a price of $27.02 (the per-share price paid by the underwriters for shares of Class A Common Stock in the Follow-on Offering) for one Common Unit and one share of Class B Common Stock. After giving effect to the redemption in connection with the Follow-on Offering, the Reporting Person indirectly holds 1,416,180 Common Units and an equal number of shares of Class B Common Stock through his membership interest in Holdings, as such amounts were adjusted in connection with the recapitalization of Holdings at the closing of the initial public offering of the Issuer, after which the Reporting Person, as of January 29, 2021, indirectly held 2,178,736 Common Units and an equal number of shares of Class B Common Stock through his membership interest in Holdings. Holdings is controlled by its sole manager, Parent, which is controlled by its sole manager, the Issuer. The Reporting Person is the Chief Executive Officer of Parent and serves on the board of directors of the Issuer. As such, the Reporting Person may be deemed to have beneficial ownership of the shares held directly by Holdings. The Reporting Person 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. 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 option require Parent to redeem all or a portion of its Common Units (together with an equal number of shares 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. /s/ Mehgan Peetz, as Attorney-in-Fact for Jason R. Whitaker 2021-07-21