0001104659-24-031909.txt : 20240307
0001104659-24-031909.hdr.sgml : 20240307
20240307161604
ACCESSION NUMBER: 0001104659-24-031909
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: TotalEnergies Holdings USA, Inc.
CENTRAL INDEX KEY: 0001942439
ORGANIZATION NAME:
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34166
FILM NUMBER: 24730324
BUSINESS ADDRESS:
STREET 1: 1201 LOUISIANA STREET
STREET 2: SUITE 1800
CITY: HOUSTON
STATE: TX
ZIP: 77002
BUSINESS PHONE: (713) 483-5000
MAIL ADDRESS:
STREET 1: 1201 LOUISIANA STREET
STREET 2: SUITE 1800
CITY: HOUSTON
STATE: TX
ZIP: 77002
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TotalEnergies SE
CENTRAL INDEX KEY: 0000879764
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
ORGANIZATION NAME: 01 Energy & Transportation
STATE OF INCORPORATION: I0
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34166
FILM NUMBER: 24730326
BUSINESS ADDRESS:
STREET 1: 2 PLACE JEAN MILLIER
STREET 2: LA DEFENSE 6
CITY: COURBEVOIE
STATE: I0
ZIP: 92400
BUSINESS PHONE: 33 (0)1 41 35 04 48
MAIL ADDRESS:
STREET 1: 2 PLACE JEAN MILLIER
STREET 2: ARCHE NORD COUPOLE/REGNAULT
CITY: PARIS LA DEFENSE CEDEX
STATE: I0
ZIP: 92078
FORMER NAME:
FORMER CONFORMED NAME: TOTAL SE
DATE OF NAME CHANGE: 20200717
FORMER NAME:
FORMER CONFORMED NAME: TOTAL S.A.
DATE OF NAME CHANGE: 20121204
FORMER NAME:
FORMER CONFORMED NAME: TOTAL SA
DATE OF NAME CHANGE: 20030508
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TotalEnergies Gestion USA SARL
CENTRAL INDEX KEY: 0001941906
ORGANIZATION NAME:
STATE OF INCORPORATION: I0
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34166
FILM NUMBER: 24730325
BUSINESS ADDRESS:
STREET 1: LA DEFENSE 6 2 PLACE JEAN MILLIER
STREET 2: COURBEVOIE
CITY: HAUTS-DE-SEINE
STATE: I0
ZIP: 92400
BUSINESS PHONE: 00-331-4135-2834
MAIL ADDRESS:
STREET 1: LA DEFENSE 6 2 PLACE JEAN MILLIER
STREET 2: COURBEVOIE
CITY: HAUTS-DE-SEINE
STATE: I0
ZIP: 92400
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TotalEnergies Delaware, Inc.
CENTRAL INDEX KEY: 0001942500
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: 24730323
BUSINESS ADDRESS:
STREET 1: 1201 LOUISIANA STREET
STREET 2: SUITE 1800
CITY: HOUSTON
STATE: TX
ZIP: 77002
BUSINESS PHONE: (713) 483-5000
MAIL ADDRESS:
STREET 1: 1201 LOUISIANA STREET
STREET 2: SUITE 1800
CITY: HOUSTON
STATE: TX
ZIP: 77002
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Sol Holding, LLC
CENTRAL INDEX KEY: 0001942444
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: 24730321
BUSINESS ADDRESS:
STREET 1: 1201 LOUISIANA STREET
STREET 2: SUITE 1800
CITY: HOUSTON
STATE: TX
ZIP: 77002
BUSINESS PHONE: (713) 483-5000
MAIL ADDRESS:
STREET 1: 1201 LOUISIANA STREET
STREET 2: SUITE 1800
CITY: HOUSTON
STATE: TX
ZIP: 77002
FORMER NAME:
FORMER CONFORMED NAME: Sol Holdings, LLC
DATE OF NAME CHANGE: 20220811
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TotalEnergies Renewables USA, LLC
CENTRAL INDEX KEY: 0001942458
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: 24730322
BUSINESS ADDRESS:
STREET 1: 1201 LOUISIANA STREET
STREET 2: SUITE 1800
CITY: HOUSTON
STATE: TX
ZIP: 77002
BUSINESS PHONE: (713) 483-5000
MAIL ADDRESS:
STREET 1: 1201 LOUISIANA STREET
STREET 2: SUITE 1800
CITY: HOUSTON
STATE: TX
ZIP: 77002
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
tm248121-2_4seq1.xml
OWNERSHIP DOCUMENT
X0508
4
2024-03-05
0
0000867773
SUNPOWER CORP
SPWR
0000879764
TotalEnergies SE
2, PLACE JEAN MILLIER
LA DEFENSE 6
COURBEVOIE
I0
92400
FRANCE
1
0
1
0
0001941906
TotalEnergies Gestion USA SARL
2, PLACE JEAN MILLIER
LA DEFENSE 6
COURBEVOIE
I0
92400
FRANCE
1
0
1
0
0001942439
TotalEnergies Holdings USA, Inc.
201 LOUISIANA ST. SUITE 1800
HOUSTON
TX
77002
1
0
1
0
0001942500
TotalEnergies Delaware, Inc.
201 LOUISIANA ST. SUITE 1800
HOUSTON
TX
77002
1
0
1
0
0001942458
TotalEnergies Renewables USA, LLC
201 LOUISIANA ST. SUITE 1800
HOUSTON
TX
77002
1
0
1
0
0001942444
Sol Holding, LLC
201 LOUISIANA ST. SUITE 1800
HOUSTON
TX
77002
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.
TotalEnergies Holdings USA, Inc. is the sole shareholder of TotalEnergies Delaware, Inc., which is the sole member of TotalEnergies Renewables USA, LLC, which is one of two members of HoldCo, a limited liability company managed by a board of managers. TotalEnergies Gestion USA SARL, which is a direct wholly-owned subsidiary of TotalEnergies SE, is the sole shareholder of TotalEnergies Holdings USA, Inc. 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.
TOTALENERGIES SE By: /s/ Marine Delaitre Name: Marine Delaitre Title: Authorized Signatory
2024-03-07
TOTALENERGIES GESTION USA SARL By: /s/ Eric Bozec Name: Eric Bozec Title: General Manager
2024-03-07
TOTALENERGIES HOLDINGS USA, INC. By: /s/ Richard Frazier Name: Richard Frazier Title: Assistant Secretary
2024-03-07
TOTALENERGIES DELAWARE, INC. By: /s/ Richard Frazier Name: Richard Frazier Title: Secretary
2024-03-07
TOTALENERGIES RENEWABLES USA, LLC By: /s/ Richard Frazier Name: Richard Frazier Title: Secretary
2024-03-07
SOL HOLDING, LLC By: /s/ Christopher Gillies Name: Christopher Gillies Title: President and Manager
2024-03-07