0001387131-23-001669.txt : 20230209
0001387131-23-001669.hdr.sgml : 20230209
20230209181729
ACCESSION NUMBER: 0001387131-23-001669
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230209
FILED AS OF DATE: 20230209
DATE AS OF CHANGE: 20230209
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BONDERMAN DAVID
CENTRAL INDEX KEY: 0000860866
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41617
FILM NUMBER: 23607781
MAIL ADDRESS:
STREET 1: 301 COMMERCE STREET
STREET 2: SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: COULTER JAMES G
CENTRAL INDEX KEY: 0001099776
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41617
FILM NUMBER: 23607783
MAIL ADDRESS:
STREET 1: 301 COMMERCE STREET
STREET 2: SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TPG GP A, LLC
CENTRAL INDEX KEY: 0001903793
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41617
FILM NUMBER: 23607780
BUSINESS ADDRESS:
STREET 1: 301 COMMERCE STREET
STREET 2: SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
BUSINESS PHONE: (817) 871-4000
MAIL ADDRESS:
STREET 1: 301 COMMERCE STREET
STREET 2: SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: WINKELRIED JON
CENTRAL INDEX KEY: 0001366946
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41617
FILM NUMBER: 23607782
MAIL ADDRESS:
STREET 1: C/O GOLDMAN, SACHS & CO.
STREET 2: 85 BROAD STREET
CITY: NEW YORK
STATE: NY
ZIP: 10004
FORMER NAME:
FORMER CONFORMED NAME: JON WINKELRIED
DATE OF NAME CHANGE: 20060621
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Nextracker Inc.
CENTRAL INDEX KEY: 0001852131
STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0331
BUSINESS ADDRESS:
STREET 1: 6200 PASEO PADRE PARKWAY
CITY: FREMONT
STATE: CA
ZIP: 94555
BUSINESS PHONE: 510-270-2500
MAIL ADDRESS:
STREET 1: 6200 PASEO PADRE PARKWAY
CITY: FREMONT
STATE: CA
ZIP: 94555
FORMER COMPANY:
FORMER CONFORMED NAME: Nextracker LLC
DATE OF NAME CHANGE: 20220215
FORMER COMPANY:
FORMER CONFORMED NAME: Nextracker Inc.
DATE OF NAME CHANGE: 20210318
3
1
tpggpa-form3_020923.xml
X0206
3
2023-02-09
0
0001852131
Nextracker Inc.
NXT
0001903793
TPG GP A, LLC
C/O TPG INC.
301 COMMERCE STREET, SUITE 3300
FORT WORTH
TX
76102
0
0
1
0
0000860866
BONDERMAN DAVID
C/O TPG INC.
301 COMMERCE STREET, SUITE 3300
FORT WORTH
TX
76102
0
0
1
0
0001099776
COULTER JAMES G
C/O TPG INC.
301 COMMERCE STREET, SUITE 3300
FORT WORTH
TX
76102
0
0
1
0
0001366946
WINKELRIED JON
C/O TPG INC.
301 COMMERCE STREET, SUITE 3300
FORT WORTH
TX
76102
0
0
1
0
Class A Common Stock
15279190
I
See Explanation of Responses
Common Unit and Class B Common Stock
Class A Common Stock
9746903
I
See Explanation of Responses
Each of David Bonderman, James G. Coulter and Jon Winkelried own entities that own TPG GP A, LLC (together with Messrs. Bonderman, Coulter and Winkelried, the "Reporting Persons"), which is the managing member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which holds 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc., which is the managing member of TPG GPCo, LLC, which is the sole member TPG Holdings II-A, LLC, which is the general partner of TPG Operating Group II, L.P., which is the sole member of each of (i) The Rise Fund II DE AIV GenPar Advisors, LLC and (ii) TPG Rise Climate DE AIV GenPar Advisors, LLC.
The Rise Fund II DE AIV GenPar Advisors, LLC is the general partner of The Rise Fund II DE AIV GenPar, L.P., which is the sole member of The Rise Fund II DE AIV SPV GP, LLC, which is the general partner of The Rise Fund II BDH, L.P., which directly holds 1,675,394 shares of Class A common stock ("Class A Shares") of Nextracker Inc. (the "Issuer").
TPG Rise Climate DE AIV GenPar Advisors, LLC is the general partner of TPG Rise Climate DE AIV GenPar, L.P., which is the sole member of TPG Rise Climate DE AIV SPV GP, LLC, which is the general partner of each of (i) TPG Rise Flash, L.P., which directly holds 9,746,903 common units ("Common Units") of Nextracker LLC and an equal number of shares of Class B common stock ("Class B Shares") of the Issuer, (ii) TPG Rise Climate Flash CI BDH, L.P., which directly holds 1,272,376 Class A Shares, and (iii) TPG Rise Climate BDH, L.P. (together with The Rise Fund II BDH, L.P., TPG Rise Flash, L.P. and TPG Rise Climate Flash CI BDH, L.P., the "TPG Funds"), which directly holds 12,331,420 Class A Shares.
Pursuant to the terms of the Exchange Agreement by and among the Issuer, Nextracker LLC and the holders from time to time of Common Units (the "Exchange Agreement"), TPG Rise Flash, L.P. may exchange all or a portion of its Common Units (along with a corresponding number of its Class B Shares) at any time for Class A Shares on a one-for-one basis initially, subject to customary adjustments, or, at the option of the Issuer, cash (based on the then-market value of the Class A Shares).
Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each TPG Funds and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any.
Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
(7) The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. (8) Gerald Neugebauer is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated February 26, 2020, which were previously filed with the Securities and Exchange Commission. (9) Gerald Neugebauer is signing on behalf of Mr. Winkelried pursuant to the authorization and designation letter dated October 12, 2020, which was previously filed with the Securities and Exchange Commission.
/s/ Bradford Berenson, General Counsel, TPG GP A, LLC (7)
2023-02-09
/s/ Gerald Neugebauer on behalf of David Bonderman (7)(8)
2023-02-09
/s/ Gerald Neugebauer on behalf of James G. Coulter (7)(8)
2023-02-09
/s/ Gerald Neugebauer on behalf of Jon Winkelried (7)(9)
2023-02-09