SEC Form 4
Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*

(Last) (First) (Middle)


(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Nextracker Inc. [ NXT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
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)
Code V Amount (A) or (D) Price
Common Stock 01/17/2024(1)(2) A 7,314(2)(3)(4) A $0(2)(3) 90,284(2)(3) D
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
Explanation of Responses:
1. On January 2, 2024, Flex Ltd. ("Flex") completed a distribution of all of the shares of common stock of Yuma, Inc. ("Yuma Shares") to Flex shareholders on a pro rata basis based on the number of ordinary shares of Flex (each, a "Flex Share") held by each Flex shareholder (the "Distribution") as of December 29, 2023, pursuant to that certain Agreement and Plan of Merger by and among Nextracker Inc. ("Nextracker"), Flex, Yuma, Inc. and Yuma Acquisition Corp. ("Merger Sub"), dated as of February 7, 2023 (the "Merger Agreement"). Upon the consummation of the Distribution, on January 2, 2024, Flex completed the merger of Yuma Inc. with and into Merger Sub, with Yuma surviving the merger as a wholly owned subsidiary of Nextracker (the "Merger" and, together with the Distribution, the "Transactions").
2. In connection with the Transactions, pursuant to the terms of the Second Amended and Restated Employee Matters Agreement, dated as of July 31, 2022, by and between Flex and Nextracker (the "EMA"), all outstanding restricted stock units with respect to Flex Shares ("Flex RSUs") held by the Reporting Person were assumed and converted into RSUs with respect to Nextracker's Class A Common Stock ("Nextracker RSUs"), with the number of Nextracker RSUs determined by multiplying (a) the number of Flex RSUs held by the Reporting Person immediately before the Transactions by (b) the "Nextracker Adjustment Ratio," as determined by the Board of Directors of Flex in accordance with the EMA.
3. Represents the grant of Nextracker RSUs upon the assumption and conversion of the Flex RSUs held by the Reporting Person in connection with the Transactions, in accordance with the terms of the EMA. The Nextracker RSUs were granted pursuant to the Second Amended and Restated 2022 Nextracker Inc. Equity Incentive Plan on generally the same terms and conditions (including vesting and payment schedules) as were applicable to the corresponding Flex RSUs immediately prior to the Transactions.
4. The Nextracker RSUs vest 100% on June 30, 2024, subject to the Reporting Person's continued service to Nextracker through the relevant vesting date.
/s/ Leah Schlesinger, Attorney-in-Fact for Daniel Shugar 01/18/2024
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.