SEC FORM 4

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^*

Santo Salvo John T

(Last)

(First)

(Middle)

20 EAST GREENWAY PLAZA,

SUITE 475

(Street)

HOUSTON

77046

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Sunnova Energy International Inc. [ NOVA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
07/29/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/29/2019		P		1,000⁽¹⁾	A	$12	1,000	D
Common Stock	07/29/2019		P		6	A	$12	6	I	By son

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (Right to Buy)	$12.44	07/29/2019⁽²⁾		A		23,531		⁽²⁾	04/07/2026	Common Stock	23,531	$0.00	23,531	D
Non-Qualified Stock Option (Right to Buy)	$24.87	07/29/2019⁽³⁾		A		9,412		⁽³⁾	04/07/2026	Common Stock	9,412	$0.00	9,412	D
Non-Qualified Stock Option (Right to Buy)	$12.44	07/29/2019⁽⁴⁾		A		16,303		⁽⁴⁾	04/15/2027	Common Stock	16,303	$0.00	16,303	D
Non-Qualified Stock Option (Right to Buy)	$24.87	07/29/2019⁽⁵⁾		A		840		⁽⁵⁾	04/15/2027	Common Stock	840	$0.00	840	D
Non-Qualified Stock Option (Right to Buy)	$12.44	07/29/2019⁽⁶⁾		A		107,157		⁽⁶⁾	05/15/2027	Common Stock	107,157	$0.00	107,157	D
Non-Qualified Stock Option (Right to Buy)	$24.87	07/29/2019⁽⁷⁾		A		69,531		⁽⁷⁾	05/15/2027	Common Stock	69,531	$0.00	69,531	D
Non-Qualified Stock Option (Right to Buy)	$13.58	07/29/2019⁽⁸⁾		A		25,717		⁽⁸⁾	04/02/2028	Common Stock	25,717	$0.00	25,717	D
Non-Qualified Stock Option (Right to Buy)	$27.16	07/29/2019⁽⁹⁾		A		6,428		⁽⁹⁾	04/02/2028	Common Stock	6,428	$0.00	6,428	D
Restricted Stock Units	⁽¹⁰⁾	07/29/2019		J		37,500		⁽¹¹⁾	⁽¹¹⁾	Common Stock	37,500	$0.00	37,500	D

Explanation of Responses:

1. These shares of common stock of the Issuer ("Common Stock") were purchased through the directed share program conducted in connection with the Issuer's initial public offering (the "IPO").

2. These Nonqualified Stock Options ("Options") were originally granted under the Stock Option Plan of Sunnova Energy Corporation (the "Plan") on April 7, 2016 and scheduled to become exercisable in 20% annual installments over the five anniversaries of the date of grant. In connection with the closing of the IPO, the Issuer assumed the Plan and the existing options became Options to purchase Common Stock. Upon the closing of the IPO, 18,825 Options were vested, 2,353 Options will vest on April 7, 2020 and 2,353 Options will vest on July 29, 2020, subject to continued employment.

3. These Options were originally granted under the Plan on April 7, 2016 and scheduled to become exercisable in 20% annual installments over the five anniversaries of the date of grant. In connection with the closing of the IPO, the Issuer assumed the Plan and the existing options became Options to purchase Common Stock. Upon the closing of the IPO, 7,530 Options were vested, 941 Options will vest on April 7, 2020 and 941 Options will vest on July 29, 2020, subject to continued employment.

4. These Options were originally granted under the Plan on April 15, 2017 and scheduled to become exercisable in 20% annual installments over the five anniversaries of the date of grant. In connection with the closing of the IPO, the Issuer assumed the Plan and the existing options became Options to purchase Common Stock. Upon the closing of the IPO, 11,412 Options were vested, 1,630 Options will vest on April 15, 2020 and 3,261 Options will vest on July 29, 2020, subject to continued employment.

5. These Options were originally granted under the Plan on April 15, 2017 and scheduled to become exercisable in 20% annual installments over the five anniversaries of the date of grant. In connection with the closing of the IPO, the Issuer assumed the Plan and the existing options became Options to purchase Common Stock. Upon the closing of the IPO, 588 Options were vested, 84 Options will vest on April 15, 2020 and 168 Options will vest on July 29, 2020, subject to continued employment.

6. These Options were originally granted under the Plan on May 15, 2017 and scheduled to become exercisable in 20% annual installments over the five anniversaries of the date of grant. In connection with the closing of the IPO, the Issuer assumed the Plan and the existing options became Options to purchase Common Stock. Upon the closing of the IPO, 75,010 Options were vested, 10,715 Options will vest on May 15, 2020 and 21,432 Options will vest on July 29, 2020, subject to continued employment.

7. These Options were originally granted under the Plan on May 15, 2017 and scheduled to become exercisable in 20% annual installments over the five anniversaries of the date of grant. In connection with the closing of the IPO, the Issuer assumed the Plan and the existing options became Options to purchase Common Stock. Upon the closing of the IPO, 48,672 Options were vested, 6,953 Options will vest on May 15, 2020 and 13,906 Options will vest on July 29, 2020, subject to continued employment.

8. These Options were originally granted under the Plan on April 2, 2018 and scheduled to become exercisable in 20% annual installments over the five anniversaries of the date of grant. In connection with the closing of the IPO, the Issuer assumed the Plan and the existing options became Options to purchase Common Stock. Upon the closing of the IPO, 15,430 Options were vested, 2,571 Options will vest on April 2, 2020 and 7,716 Options will vest on July 29, 2020, subject to continued employment.

9. These Options were originally granted under the Plan on April 2, 2018 and scheduled to become exercisable in 20% annual installments over the five anniversaries of the date of grant. In connection with the closing of the IPO, the Issuer assumed the Plan and the existing options became Options to purchase Common Stock. Upon the closing of the IPO, 3,857 Options were vested, 642 Options will vest on April 2, 2020 and 1,929 Options will vest on July 29, 2020, subject to continued employment.

10. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Common Stock.

11. The RSUs vest in three equal annual installments beginning on July 29, 2020. Common Stock will be delivered to the reporting person no later than 15 days after the RSUs vest.

Remarks:

Executive Vice President of Channel Operations and Chief Procurement Officer

	/s/ Walter A. Baker by Power of Attorney	07/29/2019
	** Signature of Reporting Person	Date
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