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