0000905148-24-000077.txt : 20240104
0000905148-24-000077.hdr.sgml : 20240104
20240104160307
ACCESSION NUMBER: 0000905148-24-000077
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240102
FILED AS OF DATE: 20240104
DATE AS OF CHANGE: 20240104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: FLEX LTD.
CENTRAL INDEX KEY: 0000866374
STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672]
ORGANIZATION NAME: 04 Manufacturing
STATE OF INCORPORATION: U0
FISCAL YEAR END: 0331
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41617
FILM NUMBER: 24511755
BUSINESS ADDRESS:
STREET 1: 2 CHANGI SOUTH LANE
CITY: SINGAPORE
STATE: U0
ZIP: 486123
BUSINESS PHONE: (65) 6876-9899
MAIL ADDRESS:
STREET 1: 2 CHANGI SOUTH LANE
CITY: SINGAPORE
STATE: U0
ZIP: 486123
FORMER NAME:
FORMER CONFORMED NAME: FLEXTRONICS INTERNATIONAL LTD.
DATE OF NAME CHANGE: 20060608
FORMER NAME:
FORMER CONFORMED NAME: FLEXTRONICS INTERNATIONAL LTD
DATE OF NAME CHANGE: 19940318
FORMER NAME:
FORMER CONFORMED NAME: FLEX HOLDINGS PTE LTD
DATE OF NAME CHANGE: 19940201
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Nextracker Inc.
CENTRAL INDEX KEY: 0001852131
STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812]
ORGANIZATION NAME: 04 Manufacturing
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
4
1
form4.xml
X0508
4
2024-01-02
true
0001852131
Nextracker Inc.
NXT
0000866374
FLEX LTD.
2 CHANGI SOUTH LANE
SINGAPORE
U0
486123
SINGAPORE
true
false
Class B Common Stock
2024-01-02
4
J
0
60146905
0
D
Class A Common Stock
60146905
0
I
By Yuma, Inc.
Class B Common Stock
2024-01-02
4
J
0
14285714
0
D
Class A Common Stock
14285714
0
I
By Yuma Subsidiary, Inc.
Each share of Class B Common Stock was paired with one common unit of Nextracker LLC ("LLC Common Unit" and, together with the paired Class B Common Stock, the "Paired Interest"). Pursuant to the Exchange Agreement by and among the Issuer, Nextracker LLC and the holders of LLC Common Units, each Paired Interest was exchangeable into one share of Class A Common Stock (or, at the Issuer's election, cash based on the exchange rate in the Exchange Agreement and the value of the Class A Common Stock at the time of the exchange), subject to the terms of the Exchange Agreement. Upon an exchange of Paired Interests for Class A Common Stock, the corresponding Class B Common Stock would be cancelled. The Paired Interests had no expiration date.
Pursuant to the Agreement and Plan of Merger ("Merger Agreement"), entered into by the Reporting Person and the Issuer on February 7, 2023, on January 2, 2024, the Reporting Person distributed to its shareholders, on a pro rata basis and for no consideration, shares of Yuma, Inc. common stock (the "Spin-Off") and, immediately following the Spin-Off, Yuma, Inc. was merged with and into a subsidiary of the Issuer, with Yuma, Inc. surviving as a wholly-owned subsidiary of the Issuer (the "Merger"). As consideration in the Merger, the Yuma, Inc. shareholders (i.e., shareholders of the Reporting Person) received, on a pro rata basis, shares of the Issuer's Class A Common Stock (equal to the number of the Issuer's LLC Common Units held directly by Yuma, Inc. and Yuma Subsidiary, Inc. prior to the Merger). At the same time, all shares of the Issuer's Class B Common Stock held directly by Yuma, Inc. and Yuma Subsidiary, Inc. were retired.
Prior to the Spin-Off, the sole shareholder of Yuma, Inc. was the Reporting Person.
The sole shareholder of Yuma Subsidiary, Inc. is Yuma, Inc.
/s/ Paul R. Lundstrom, Chief Financial Officer of Flex Ltd.
2024-01-04