0000950103-24-007026.txt : 20240522 0000950103-24-007026.hdr.sgml : 20240522 20240522181020 ACCESSION NUMBER: 0000950103-24-007026 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240520 FILED AS OF DATE: 20240522 DATE AS OF CHANGE: 20240522 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LEDESMA BRUCE CENTRAL INDEX KEY: 0001209945 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41617 FILM NUMBER: 24974679 MAIL ADDRESS: STREET 1: 3939 NORTH FIRST STREET CITY: SAN JOSE STATE: CA ZIP: 95134 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Nextracker Inc. CENTRAL INDEX KEY: 0001852131 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 6200 PASEO PADRE PARKWAY CITY: FREMONT STATE: CA ZIP: 94555 BUSINESS PHONE: 510-270-2500 MAIL ADDRESS: STREET 1: 6200 PASEO PADRE PARKWAY CITY: FREMONT STATE: CA ZIP: 94555 FORMER COMPANY: FORMER CONFORMED NAME: Nextracker LLC DATE OF NAME CHANGE: 20220215 FORMER COMPANY: FORMER CONFORMED NAME: Nextracker Inc. DATE OF NAME CHANGE: 20210318 4 1 dp211505_4-ledesma.xml FORM 4 X0508 4 2024-05-20 0 0001852131 Nextracker Inc. NXT 0001209945 LEDESMA BRUCE C/O NEXTRACKER INC. 6200 PASEO PADRE PARKWAY FREMONT CA 94555 0 1 0 0 President - Strtgy & Admnstrtn 1 Common Stock 2024-05-20 4 S 0 11967 43.9013 D 17555 D Common Stock 2024-05-20 4 S 0 168 44.4135 D 17387 D Common Stock 2024-05-21 4 A 0 76219.5 0 A 93606.5 D Common Stock 2024-05-21 4 A 0 44753 0 A 138359.5 D Performance Stock Units 2024-05-21 4 A 0 49286 A Common Stock 49286 88666.2 D Stock Option (Right to Buy) 47.05 2024-05-21 4 A 0 34006 0 A 2034-05-21 Common Stock 34006 34006 D The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person on August 16, 2023. The reported price in Column 4 for these sales transactions is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.36 to $44.35 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The reported price in Column 4 for these sales transactions is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.38 to $44.43 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Reflects performance stock units ("PSUs"), originally granted to the Reporting Person on June 21, 2023, which were initially earned upon certification by the Board of Directors of the Issuer on May 21, 2024 of the level of achievement of the financial performance metrics applicable to the PSUs for the performance period from April 1, 2023 to March 31, 2024. The PSUs remain subject to an rTSR modifier performance metric for the performance period from April 1, 2023 to March 31, 2026, pursuant to which the number of shares earned based on achievement of the financial performance metrics can be adjusted between 75% - 150%. The amount reported herein reflects 75% of the number of PSUs earned based on achievement of the financial performance metrics, which is the minimum amount of PSUs that will be earned and eligible to vest at the end of the three-year performance period, subject generally to the Reporting Person's continued employment with the Issuer through such date. Each earned PSU reflects the right to receive one share of the Issuer's common stock upon satisfaction of the applicable vesting conditions. Reflects an award of restricted stock units ("RSUs") granted to the Reporting Person on May 21, 2024. Each RSU represents a contingent right to receive one share of the Issuer's common stock. The RSUs vest 30% on May 21, 2025, 30% on May 21, 2026, and 40% on May 21, 2027, subject to the Reporting Person's continued service to the Issuer through the relevant vesting date and acceleration in certain circumstances. Reflects the second tranche of an award of PSUs, originally granted to the Reporting Person on April 6, 2022, which was earned upon the certification by the Board of Directors of the Issuer on May 21, 2024 of the level of achievement of the performance metrics applicable to the PSUs for the performance period from April 1, 2023 to March 31, 2024. The earned PSUs will service-vest on March 31, 2025, subject generally to the Reporting Person's continued employment with the Issuer through such date. Reflects an award of stock options to purchase shares of common stock of the Issuer granted to the Reporting Person on May 21, 2024. This option will vest and become exercisable on May 21, 2027, subject to the Reporting Person's continued service to the Issuer through the vesting date and acceleration in certain circumstances. /s/ Philip Reuther, as attorney-in-fact for Bruce Ledesma 2024-05-22