SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 2)

Under the Securities Exchange Act of 1934

First Solar, Inc.

(Name of Issuer)

Common stock

(Title of Class of Securities)

336433107

(CUSIP Number)

Lukas T. Walton

In care of:

Shilpi Gupta, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

155 N. Wacker Drive

Chicago, Illinois 60606

(312) 407-0700

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

October 29, 2020

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

CUSIP No. 336433107

1	NAMES OF REPORTING PERSONS
	Lukas T. Walton
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)  ☐  (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			8,841,358
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			8,841,358
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,841,358
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.3%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

This filing constitutes Amendment No. 2 (this “Amendment”) to the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on October 26, 2016 (the “Original Schedule 13D”) as previously amended by Amendment No. 1 (“Amendment No. 1”) filed with the SEC on September 21, 2020 (the Original Schedule 13D as previously amended and as amended and supplemented by this Amendment, the “Schedule 13D”) by Lukas T. Walton in respect of shares of the common stock (“Shares”) of First Solar, Inc.

Unless set forth below, all previous Items of the Original Schedule 13D as previously amended are unchanged. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D as previously amended.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby supplemented by the addition of the following text:

On October 29, 2020, as permitted by a waiver (the “Waiver”) granted on that date in respect of the lock-up agreement described in Amendment No. 1, the Reporting Person contributed 2,500,000 Shares to TBI, a charitable private foundation controlled by the Reporting Person. On October 30, 2020, as further permitted by the Waiver, (i) the Reporting Person sold 2,500,000 Shares to a broker-dealer at a price of $80 per Share, and (ii) TBI sold 2,500,000 Shares to a broker-dealer at a price of $80 per Share.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated to read as follows:

The Reporting Person is the beneficial owner of and has sole voting and dispositive power with respect to 8,841,358 Shares. Based on 105,976,169 outstanding Shares as of October 23, 2020, as reported by the Issuer in its Report on Form 10-Q for the quarterly period ended September 30, 2020, filed with the SEC on October 28, 2020, the Shares beneficially owned by the Reporting Person represent approximately 8.3% of the Issuer’s outstanding Shares.

The disclosure set forth in Item 4 of this Amendment regarding the Reporting Person’s contribution of Shares to TBI and the sales of Shares by TBI and the Reporting Person is incorporated herein by reference.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby supplemented by the addition of the following text:

The disclosure set forth in Item 4 of this Amendment regarding the Waiver is incorporated herein by reference.

Item 7. Materials to Be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended to add the following additional exhibit:

Exhibit E   
Waiver of certain provisions of the Lock-Up Agreement entered into on September 16, 2020

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

November 3, 2020

By:	/s/ Lukas T. Walton
	Name:  Lukas T. Walton

EX-99.E

Exhibit E

Morgan Stanley & Co. LLC

1585 Broadway

New York, NY 10036

October 29, 2020

Lukas T. Walton

1341 West Fullerton Avenue

P.O. Box 220

Chicago, Illinois 60614

Re:  
First Solar, Inc. – Lock-up Waiver

Dear Mr. Walton:

Reference is made to the Lock-up Agreement (the “Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings assigned in the Agreement), dated as of September 16, 2020, pursuant to which you agreed to be bound by the restrictions contained therein for the benefit of the undersigned, as representative of the Underwriters.

The undersigned, on behalf of the Underwriters, hereby agrees to release you from the restrictions set forth in the Agreement with respect to an aggregate amount of up to 5,000,000 shares (the “Shares”) of the Common Stock, so that you may (i) donate up to 2,500,000 of the Shares to The Builders Initiative, Inc. and (ii) sell 2,500,000 of the Shares through the undersigned and/or its affiliates in a proposed sale in accordance with the requirements of Rule 144 under the Securities Act of 1933, as amended (the “Sale”). The foregoing waiver is effective solely with respect to the Shares and solely for the foregoing purposes. Except as expressly stated herein in connection with the Shares, the Agreement shall remain in full force and effect in accordance with its terms.

This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof.

Very truly yours,

MORGAN STANLEY & CO. LLC

For itself and on behalf of the several Underwriters.

By:	/s/ James J. Watts
	Name: James J. Watts
	Title: Executive Director