144: Filer Information
| Filer CIK | 0001977472 |
| Filer CCC | XXXXXXXX |
| Is this a LIVE or TEST Filing? |  LIVE
 TEST
|
Submission Contact Information | |
| Name | |
| Phone | |
| E-Mail Address |
144: Issuer Information
| Name of Issuer | Nextracker Inc. |
| SEC File Number | 001-41617 |
| Address of Issuer | 6200 Paseo Padre Parkway Fremont CALIFORNIA 94555 |
| Phone | 510-270-2500 |
| Name of Person for Whose Account the Securities are To Be Sold | TPG Rise Flash, L.P. |
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account
the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given
as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales
for the account of the person filing this notice.
| |
| Relationship to Issuer | Stockholder |
144: Securities Information
| Title of the Class of Securities To Be Sold | Name and Address of the Broker | Number of Shares or Other Units To Be Sold | Aggregate Market Value | Number of Shares or Other Units Outstanding | Approximate Date of Sale | Name the Securities Exchange |
|---|---|---|---|---|---|---|
| Class A Common Stock, $0.0001 par value | J.P. Morgan Securities LLC 383 Madison Avenue New York, NY 10179 | 4284166 | 248438786.34 | 62096475 | 02/05/2024 | NASDAQ |
Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment
of all or any part of the purchase price or other consideration therefor:
144: Securities To Be Sold
| Title of the Class | Date you Acquired | Nature of Acquisition Transaction | Name of Person from Whom Acquired | Is this a Gift? | Date Donor Acquired | Amount of Securities Acquired | Date of Payment | Nature of Payment * |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock, $0.0001 par value | 02/05/2024 | The shares of Class A Common Stock reported herein are being acquired in exchange for Common Units of Nextracker LLC (and an equal number of shares of Class B Common Stock of the Issuer). | Issuer |  | 4284166 | 02/05/2024 | Exchange of Common Units of Nextracker LLC (and an equal number of shares of Class B Common Stock of the Issuer) for the shares of Class A Common Stock reported herein. |
* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note
thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made
in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.
Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.
144: Securities Sold During The Past 3 Months
| Nothing to Report |  |
144: Remarks and Signature
| Remarks | Sales by Seller should be aggregated with the sales of shares of Class A Common Stock of the Issuer by The Rise Fund II BDH, L.P., TPG Rise Climate Flash CI BDH, L.P. and TPG Rise Climate BDH, L.P. (together with Seller, the "Selling Stockholders"). The Selling Stockholders have filed separate Forms 144 for aggregate sales of 11,000,000 shares of Class A Common Stock of the Issuer during the past three months. |
| Date of Notice | 02/05/2024 |
ATTENTION: | |
| The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date. | |
| Signature | /s/ Martin Davidson |
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001) | |