0001104659-24-031912.txt : 20240307 0001104659-24-031912.hdr.sgml : 20240307 20240307161712 ACCESSION NUMBER: 0001104659-24-031912 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240305 FILED AS OF DATE: 20240307 DATE AS OF CHANGE: 20240307 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GIP III Sol Acquisition, LLC CENTRAL INDEX KEY: 0001946519 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34166 FILM NUMBER: 24730348 BUSINESS ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 212-315-8100 MAIL ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GIP III Sol Holdings, L.P. CENTRAL INDEX KEY: 0001946844 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34166 FILM NUMBER: 24730349 BUSINESS ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 212-315-8100 MAIL ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SUNPOWER CORP CENTRAL INDEX KEY: 0000867773 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 943008969 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 880 HARBOUR WAY SOUTH, SUITE 600 CITY: RICHMOND STATE: CA ZIP: 94804 BUSINESS PHONE: 408-240-5500 MAIL ADDRESS: STREET 1: 880 HARBOUR WAY SOUTH, SUITE 600 CITY: RICHMOND STATE: CA ZIP: 94804 4 1 tm248121-1_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2024-03-05 0 0000867773 SUNPOWER CORP SPWR 0001946844 GIP III Sol Holdings, L.P. 1345 AVENUE OF THE AMERICAS, 30TH FLOOR NEW YORK NY 10105 1 0 1 0 0001946519 GIP III Sol Acquisition, LLC 1345 AVENUE OF THE AMERICAS, 30TH FLOOR NEW YORK NY 10105 1 0 1 0 0 Common Stock 2024-03-05 4 M 0 35077905 0.01 A 123033361 I See Footnote Common Stock 2024-03-05 4 F 0 107907 3.25 D 122925454 I See Footnote Warrant (right to buy) 0.01 2024-03-05 4 M 0 0.84 0.00 D 2034-02-14 Common Stock 35077905 0.16 I See Footnote The securities reported herein are held directly by Sol Holding, LLC ("HoldCo"). TotalEnergies Renewables USA, LLC owns a number of units of HoldCo equal to 50% of the outstanding units plus one unit, and GIP III Sol Acquisition, LLC owns a number of units of HoldCo equal to 50% of the outstanding units minus one unit. The sole member of GIP III Sol Acquisition, LLC is GIP III Sol Holdings, L.P. The general partner of GIP III Sol Holdings, L.P. is Global Infrastructure GP III, L.P. The General Partner of Global Infrastructure GP III, L.P. is Global Infrastructure Investors III, LLC. As a result, each of the foregoing entities is a Reporting Person and may be deemed to beneficially own the securities reported herein; however, each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. Solely for purposes of Section 16 of the Exchange Act, each Reporting Person may be deemed a "director by deputization". On March 5, 2024, HoldCo partially exercised a warrant previously issued to it by SunPower Corp. ("Issuer") on February 14, 2024. The warrant is exercisable for shares of the Issuer's common stock, par value $0.001 per share (the "Common Stock"), provided that HoldCo may not exercise any portion of the warrant to the extent that the number of shares of Common Stock to be issued to HoldCo upon such exercise would exceed 19.99% of the number of shares of Common Stock outstanding as of February 14, 2024 (the "19.99% Cap") until the twentieth calendar day following the date that the Issuer mails an information statement to its stockholders in accordance with SEC and Nasdaq listing rules. HoldCo has elected to exercise the portion of the warrant representing 35,077,905 of the 41,752,640 shares of Common Stock underlying the warrant, which is the maximum number of shares of Common Stock that HoldCo can acquire without exceeding the 19.99% Cap. HoldCo paid the exercise price on a cashless basis pursuant to the terms of the warrant, resulting in the Issuer withholding 107,907 shares of Common Stock to pay the exercise price and issuing to HoldCo an aggregate of 34,969,998 shares of Common Stock. Following the exercise of the warrant reported herein, HoldCo holds 0.16 of the original warrant which will become exercisable for 6,674,735 shares of Common Stock on the twentieth calendar day following the date that the Issuer mails the information statement described above in Footnote 3. GIP III SOL HOLDINGS, L.P. By: Global Infrastructure GP III, L.P., its general partner Name: Jonathan Bram Title: Partner /s/ Jonathan Bram 2024-03-07 GIP III SOL ACQUISITION, LLC By: Name: Jonathan Bram Title: President /s/ Jonathan Bram 2024-03-07