0000899243-16-025535.txt : 20160721 0000899243-16-025535.hdr.sgml : 20160721 20160721212150 ACCESSION NUMBER: 0000899243-16-025535 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20160721 FILED AS OF DATE: 20160721 DATE AS OF CHANGE: 20160721 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TPI COMPOSITES, INC CENTRAL INDEX KEY: 0001455684 STANDARD INDUSTRIAL CLASSIFICATION: ENGINES & TURBINES [3510] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE BUSINESS ADDRESS: STREET 1: 8501 N SCOTTSDALE ROAD STREET 2: GAINEY CENTER II, SUITE 280 CITY: SCOTTSDALE STATE: AZ ZIP: 85253 BUSINESS PHONE: 480-305-8910 MAIL ADDRESS: STREET 1: 8501 N SCOTTSDALE ROAD STREET 2: GAINEY CENTER II, SUITE 280 CITY: SCOTTSDALE STATE: AZ ZIP: 85253 FORMER COMPANY: FORMER CONFORMED NAME: TPI COMPOSITES INC DATE OF NAME CHANGE: 20090206 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Element II G.P., LLC CENTRAL INDEX KEY: 0001678834 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37839 FILM NUMBER: 161778412 BUSINESS ADDRESS: STREET 1: THREE RADNOR CORP. CTR., SUITE 410 CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 610-964-8004 MAIL ADDRESS: STREET 1: THREE RADNOR CORP. CTR., SUITE 410 CITY: RADNOR STATE: PA ZIP: 19087 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Element Partners II G.P., L.P. CENTRAL INDEX KEY: 0001678851 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37839 FILM NUMBER: 161778413 BUSINESS ADDRESS: STREET 1: THREE RADNOR CORP. CTR., SUITE 410 CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 610-964-8004 MAIL ADDRESS: STREET 1: THREE RADNOR CORP. CTR., SUITE 410 CITY: RADNOR STATE: PA ZIP: 19087 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ELEMENT PARTNERS II INTRAFUND LP CENTRAL INDEX KEY: 0001442909 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37839 FILM NUMBER: 161778414 BUSINESS ADDRESS: STREET 1: C/O ELEMENT VENTURE PARTNERS LLC STREET 2: 100 MATSONFORD ROAD, SUITE 410 CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 610-964-8004 MAIL ADDRESS: STREET 1: C/O ELEMENT VENTURE PARTNERS LLC STREET 2: 100 MATSONFORD ROAD, SUITE 410 CITY: RADNOR STATE: PA ZIP: 19087 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ELEMENT PARTNERS II LP CENTRAL INDEX KEY: 0001435350 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37839 FILM NUMBER: 161778415 BUSINESS ADDRESS: STREET 1: C/O ELEMENT VENTURE PARTNERS LLC STREET 2: THREE RADNOR CORPORATE CENTER, SUITE 410 CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 610-964-8004 MAIL ADDRESS: STREET 1: C/O ELEMENT VENTURE PARTNERS LLC STREET 2: THREE RADNOR CORPORATE CENTER, SUITE 410 CITY: RADNOR STATE: PA ZIP: 19087 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2016-07-21 0 0001455684 TPI COMPOSITES, INC TPIC 0001435350 ELEMENT PARTNERS II LP THREE RADNOR CORP. CTR., SUITE 410 RADNOR PA 19087 0 0 1 0 0001442909 ELEMENT PARTNERS II INTRAFUND LP THREE RADNOR CORP. CTR., SUITE 410 RADNOR PA 19087 0 0 1 0 0001678851 Element Partners II G.P., L.P. THREE RADNOR CORP. CTR., SUITE 410 RADNOR PA 19087 0 0 1 0 0001678834 Element II G.P., LLC THREE RADNOR CORP. CTR., SUITE 410 RADNOR PA 19087 0 0 1 0 Series B-1 Convertible Preferred Stock Common Stock 3903289 D Series C Convertible Preferred Stock Common Stock 1449048 D Senior Redeemable Preferred Stock Common Stock 1951415 D Super Senior Redeemable Preferred Stock Common Stock 880517 D Series B Warrants 8748.81 Series B Convertible Preferred Stock 69.7239 D Common Warrants 9.35 Common Stock 72191 D Subordinated Convertible Promissory Note 11.00 Common Stock 485887 D These securities are convertible at any time into shares of the Issuer's Common Stock at the holder's election and automatically upon the closing of the Issuer's initial public offering, into the number of shares of Common Stock shown in column 3 above. These securities do not have an expiration date. 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. This report on Form 3 is jointly filed by EP II, Intrafund, GP LP and GP LLC. Each of the Reporting Persons disclaims 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 its pecuniary interest therein, if any. The Reporting Persons have designated a representative, currently Michael L. DeRosa, a managing member of GP LLC, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. These securities are exercisable for Series B Convertible Preferred Stock and are deemed automatically exercised immediately before the closing of the Issuer's initial underwritten public offering of Common Stock pursuant to a registration statement on Form S-1, which public offering has been declared effective by the SEC. These securities are exercisable for a period ending upon the earliest to occur of (i) seven (7) years after the Effective Date, (ii) the date of the Issuer's initial public offering, or (iii) the date of a merger event, as defined therein. These securities are exercisable for Common Stock at any time until the earlier of (i) December 29, 2022, (ii) two (2) years following the effective date of the Issuer's initial public offering, or (iii) the date of a merger event, as defined therein. These securities are exercisable (a) immediately prior to the completion of any Change of Control or Qualified Initial Public Offering, or (b) at the election of the Reporting Person, at any time after the occurrence of an event of default, and are convertible into shares of Issuer common stock at a conversion price equal to the public offering price per share. /s/ Steven G. Fishbach, Attorney-in-Fact for Element Partners II, L.P. 2016-07-21 /s/ Steven G. Fishbach, Attorney-in-Fact for Element Partners II Intrafund, L.P. 2016-07-21 /s/ Steven G. Fishbach, Attorney-in-Fact for Element Partners II G.P., L.P. 2016-07-21 /s/ Steven G. Fishbach, Attorney-in-Fact for Element II G.P., LLC 2016-07-21 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT 
                            LIMITED POWER OF ATTORNEY

        The undersigned hereby constitutes and appoints each of Steven G.
Fishbach, Marlene Neely and Bradley C. Weber, signing singly, and with full
power of substitution, the undersigned's true and lawful attorney-in-fact to:

        (1)     execute for and on behalf of the undersigned, in the
undersigned's capacity as officer and/or director of TPI Composites, Inc. (the
"Company"), from time to time the following U.S. Securities and Exchange
Commission ("SEC") forms: (i) Form ID, including any attached documents, to
effect the assignment of codes to the undersigned to be used in the transmission
of information to the SEC using the EDGAR System; (ii) Form 3, Initial Statement
of Beneficial Ownership of Securities, including any attached documents; (iii)
Form 4, Statement of Changes in Beneficial Ownership of Securities, including
any attached documents; (iv) Form 5, Annual Statement of Beneficial Ownership of
Securities in accordance with Section 16(a) of the Securities Exchange Act of
1934, as amended, and the rules thereunder, including any attached documents;
(v) Schedule 13D and (vi) amendments of each thereof, in accordance with the
Securities Exchange Act of 1934, as amended, and the rules thereunder, including
any attached documents;

        (2)     do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 3, 4 or 5, Schedule 13D or any amendment(s) thereto, and timely file such
form(s) with the SEC and any securities exchange, national association or
similar authority; and

        (3)     take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact, acting
singly, full power and authority to do and perform any and every act and thing
whatsoever requisite, necessary or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 or Regulation 13D-G of
the Securities Exchange Act of 1934, as amended. The undersigned hereby agrees
to indemnify the attorneys-in-fact and the Company from and against any demand,
damage, loss, cost or expense arising from any false or misleading information
provided by the undersigned to the attorneys-in-fact.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file such forms with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact. This Power of Attorney supersedes any prior power
of attorney in connection with the undersigned's capacity as an officer and/or
director of the Company. This Power of Attorney shall expire as to any
individual attorney-in-fact if such attorney-in-fact ceases to be an executive
officer of, or legal counsel to, the Company.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of June 30, 2016.

                                        ELEMENT II G.P., LLC

                                        By: /s/ Michael Lawrence DeRosa
                                            ------------------------------------
                                        Name: Michael Lawrence DeRosa
                                        Title: Managing Member
EX-24.2 3 attachment2.htm EX-24.2 DOCUMENT 
                            LIMITED POWER OF ATTORNEY

        The undersigned hereby constitutes and appoints each of Steven G.
Fishbach, Marlene Neely and Bradley C. Weber, signing singly, and with full
power of substitution, the undersigned's true and lawful attorney-in-fact to:

        (1)     execute for and on behalf of the undersigned, in the
undersigned's capacity as officer and/or director of TPI Composites, Inc. (the
"Company"), from time to time the following U.S. Securities and Exchange
Commission ("SEC") forms: (i) Form ID, including any attached documents, to
effect the assignment of codes to the undersigned to be used in the transmission
of information to the SEC using the EDGAR System; (ii) Form 3, Initial Statement
of Beneficial Ownership of Securities, including any attached documents; (iii)
Form 4, Statement of Changes in Beneficial Ownership of Securities, including
any attached documents; (iv) Form 5, Annual Statement of Beneficial Ownership of
Securities in accordance with Section 16(a) of the Securities Exchange Act of
1934, as amended, and the rules thereunder, including any attached documents;
(v) Schedule 13D and (vi) amendments of each thereof, in accordance with the
Securities Exchange Act of 1934, as amended, and the rules thereunder, including
any attached documents;

        (2)     do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 3, 4 or 5, Schedule 13D or any amendment(s) thereto, and timely file such
form(s) with the SEC and any securities exchange, national association or
similar authority; and

        (3)     take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact, acting
singly, full power and authority to do and perform any and every act and thing
whatsoever requisite, necessary or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 or Regulation 13D-G of
the Securities Exchange Act of 1934, as amended. The undersigned hereby agrees
to indemnify the attorneys-in-fact and the Company from and against any demand,
damage, loss, cost or expense arising from any false or misleading information
provided by the undersigned to the attorneys-in-fact.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file such forms with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact. This Power of Attorney supersedes any prior power
of attorney in connection with the undersigned's capacity as an officer and/or
director of the Company. This Power of Attorney shall expire as to any
individual attorney-in-fact if such attorney-in-fact ceases to be an executive
officer of, or legal counsel to, the Company.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of June 30, 2016.

                                        ELEMENT PARTNERS II G.P., L.P.
                                        By:  Element II, G.P., LLC
                                        Its: General Partner

                                        By: /s/ Michael Lawrence DeRosa
                                            -----------------------------------
                                        Name: Michael Lawrence DeRosa
                                        Title: Managing Member
EX-24.3 4 attachment3.htm EX-24.3 DOCUMENT 
                             LIMITED POWER OF ATTORNEY

        The undersigned hereby constitutes and appoints each of Steven G.
Fishbach, Marlene Neely and Bradley C. Weber, signing singly, and with full
power of substitution, the undersigned's true and lawful attorney-in-fact to:

        (1)     execute for and on behalf of the undersigned, in the
undersigned's capacity as officer and/or director of TPI Composites, Inc. (the
"Company"), from time to time the following U.S. Securities and Exchange
Commission ("SEC") forms: (i) Form ID, including any attached documents, to
effect the assignment of codes to the undersigned to be used in the transmission
of information to the SEC using the EDGAR System; (ii) Form 3, Initial Statement
of Beneficial Ownership of Securities, including any attached documents; (iii)
Form 4, Statement of Changes in Beneficial Ownership of Securities, including
any attached documents; (iv) Form 5, Annual Statement of Beneficial Ownership of
Securities in accordance with Section 16(a) of the Securities Exchange Act of
1934, as amended, and the rules thereunder, including any attached documents;
(v) Schedule 13D and (vi) amendments of each thereof, in accordance with the
Securities Exchange Act of 1934, as amended, and the rules thereunder, including
any attached documents;

        (2)     do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 3, 4 or 5, Schedule 13D or any amendment(s) thereto, and timely file such
form(s) with the SEC and any securities exchange, national association or
similar authority; and

        (3)     take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact, acting
singly, full power and authority to do and perform any and every act and thing
whatsoever requisite, necessary or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 or Regulation 13D-G of
the Securities Exchange Act of 1934, as amended. The undersigned hereby agrees
to indemnify the attorneys-in-fact and the Company from and against any demand,
damage, loss, cost or expense arising from any false or misleading information
provided by the undersigned to the attorneys-in-fact.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file such forms with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact. This Power of Attorney supersedes any prior power
of attorney in connection with the undersigned's capacity as an officer and/or
director of the Company. This Power of Attorney shall expire as to any
individual attorney-in-fact if such attorney-in-fact ceases to be an executive
officer of, or legal counsel to, the Company.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of June 30, 2016.

                                        ELEMENT PARTNERS II INTRAFUND, L.P.
                                        By:  Element Partners II G.P., L.P.
                                        Its: General Partner

                                        By:  Element II G.P., LLC
                                        Its: General Partner

                                        By: /s/ Michael Lawrence DeRosa
                                            ------------------------------------
                                        Name:  Michael Lawrence DeRosa
                                        Title: Managing Member
EX-24.4 5 attachment4.htm EX-24.4 DOCUMENT 
                            LIMITED POWER OF ATTORNEY

        The undersigned hereby constitutes and appoints each of Steven G.
Fishbach, Marlene Neely and Bradley C. Weber, signing singly, and with full
power of substitution, the undersigned's true and lawful attorney-in-fact to:

        (1)     execute for and on behalf of the undersigned, in the
undersigned's capacity as officer and/or director of TPI Composites, Inc. (the
"Company"), from time to time the following U.S. Securities and Exchange
Commission ("SEC") forms: (i) Form ID, including any attached documents, to
effect the assignment of codes to the undersigned to be used in the transmission
of information to the SEC using the EDGAR System; (ii) Form 3, Initial Statement
of Beneficial Ownership of Securities, including any attached documents; (iii)
Form 4, Statement of Changes in Beneficial Ownership of Securities, including
any attached documents; (iv) Form 5, Annual Statement of Beneficial Ownership of
Securities in accordance with Section 16(a) of the Securities Exchange Act of
1934, as amended, and the rules thereunder, including any attached documents;
(v) Schedule 13D and (vi) amendments of each thereof, in accordance with the
Securities Exchange Act of 1934, as amended, and the rules thereunder, including
any attached documents;

        (2)     do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 3, 4 or 5, Schedule 13D or any amendment(s) thereto, and timely file such
form(s) with the SEC and any securities exchange, national association or
similar authority; and

        (3)     take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact, acting
singly, full power and authority to do and perform any and every act and thing
whatsoever requisite, necessary or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 or Regulation 13D-G of
the Securities Exchange Act of 1934, as amended. The undersigned hereby agrees
to indemnify the attorneys-in-fact and the Company from and against any demand,
damage, loss, cost or expense arising from any false or misleading information
provided by the undersigned to the attorneys-in-fact.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file such forms with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact. This Power of Attorney supersedes any prior power
of attorney in connection with the undersigned's capacity as an officer and/or
director of the Company. This Power of Attorney shall expire as to any
individual attorney-in-fact if such attorney-in-fact ceases to be an executive
officer of, or legal counsel to, the Company.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of June 30, 2016.

                                        ELEMENT PARTNERS II, L.P.
                                        By:  Element Partners II G.P., L.P.
                                        Its: General Partner

                                        By:  Element II G.P., LLC
                                        Its: General Partner

                                        By: /s/ Michael Lawrence DeRosa
                                            ------------------------------------
                                        Name: Michael Lawrence DeRosa
                                        Title: Managing Member