SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
ELEMENT PARTNERS II LP

(Last) (First) (Middle)
THREE RADNOR CORP. CTR.,
SUITE 410

(Street)
RADNOR PA 19087

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TPI COMPOSITES, INC [ TPIC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/27/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/27/2016 C 8,704,147(1) A (1) 8,704,147 D(2)
Common Stock 07/27/2016 P 727,273(3) A (3) 9,431,420 D(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Convertible Preferred Stock (4) 07/27/2016 C 26.4955 (4) (4) Common Stock 33,991 $0.00 0 D(2)
Series B-1 Convertible Preferred Stock (5) 07/27/2016 C 2,158.008 (5) (5) Common Stock 3,903,289 $0.00 0 D(2)
Series C Convertible Preferred Stock (6) 07/27/2016 C 1,226.54 (6) (6) Common Stock 1,449,048 $0.00 0 D(2)
Senior Redeemable Preferred Stock (7) 07/27/2016 C 410 (7) (7) Common Stock 1,951,415 $0.00 0 D(2)
Super Senior Redeemable Preferred Stock (8) 07/27/2016 C 185 (8) (8) Common Stock 880,517 $0.00 0 D(2)
Subordinated Convertible Promissory Note (9) 07/27/2016 C 485,887 (9) (9) Common Stock 485,887 $11 0 D(2)
1. Name and Address of Reporting Person*
ELEMENT PARTNERS II LP

(Last) (First) (Middle)
THREE RADNOR CORP. CTR.,
SUITE 410

(Street)
RADNOR PA 19087

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ELEMENT PARTNERS II INTRAFUND LP

(Last) (First) (Middle)
THREE RADNOR CORP. CTR.,
SUITE 410

(Street)
RADNOR PA 19087

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Element Partners II G.P., L.P.

(Last) (First) (Middle)
THREE RADNOR CORP. CTR.,
SUITE 410

(Street)
RADNOR PA 19087

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Element II G.P., LLC

(Last) (First) (Middle)
THREE RADNOR CORP. CTR., SUITE 410

(Street)
RADNOR PA 19087

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. This transaction represents the total number of shares of Common Stock of the Issuer (the "Issuer Common Stock") received upon the conversion of the Issuer's Series B Convertible Preferred Stock (the "Series B Shares"), Series B-1 Convertible Preferred Stock (the "Series B-1 Shares"), Series C Convertible Preferred Stock (the "Series C Shares"), Senior Redeemable Preferred Stock (the "Senior Shares") and Super Senior Redeemable Preferred Stock (the "Super Senior Shares"). The Series B Shares, Series B-1 Shares, Series C Shares, Senior Shares and Super Senior Shares are collectively referred to herein as the "Preferred Shares".
2. These securities are held of record by Element Partners II, L.P. ("EP II") and Element Partners II Intrafund, L.P. ("Intrafund"). Element Partners II G.P., L.P. ("GP LP") is the general partner of both EP II and Intrafund, and Element II G.P., LLC ("GP LLC") is the general partner of GP LP. The Reporting Persons disclaim beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of their pecuniary interest therein, if any.
3. These securities were purchased in the initial public offering of the Issuer.
4. The Series B Shares automatically converted into Issuer Common stock on an approximately 1,282.90-for-1 basis upon the closing of the initial public offering of the Issuer without payment or further consideration. The Series B Shares were convertible at any time at the election of the Reporting Person and had no expiration date.
5. The Series B-1 Shares automatically converted into Issuer Common stock on an approximately 1,808.75-for-1 basis upon the closing of the initial public offering of the Issuer without payment or further consideration. The Series B-1 Shares were convertible at any time at the election of the Reporting Person and had no expiration date.
6. The Series C Shares automatically converted into Issuer Common stock on an approximately 1,181.41-for-1 basis upon the closing of the initial public offering of the Issuer without payment or further consideration. The Series C Shares were convertible at any time at the election of the Reporting Person and had no expiration date.
7. The Senior Shares automatically converted into Issuer Common stock on an approximately 4,759.60-for-1 basis upon the closing of the initial public offering of the Issuer without payment or further consideration. The Senior Shares were convertible at any time at the election of the Reporting Person and had no expiration date.
8. The Super Senior Shares automatically converted into Issuer Common stock on an approximately 4,759.60-for-1 basis upon the closing of the initial public offering of the Issuer without payment or further consideration. The Super Senior Shares were convertible at any time at the election of the Reporting Person and had no expiration date.
9. These securities automatically converted into Issuer Common stock upon the closing of the initial public offering of the Issuer without payment or further consideration. These securities converted at a price of $11.00 per share.
Remarks:
/s/ Steven G. Fishbach, Attorney-in-Fact for Element Partners II, L.P. 07/29/2016
/s/ Steven G. Fishbach, Attorney-in-Fact for Element Partners II Intrafund, L.P. 07/29/2016
/s/ Steven G. Fishbach, Attorney-in-Fact for Element Partners II G.P., L.P. 07/29/2016
/s/ Steven G. Fishbach, Attorney-in-Fact for Element II G.P., LLC. 07/29/2016
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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