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