X0206 3 2016-07-21 0 0001455684 TPI COMPOSITES, INC TPIC 0001064487 LANDMARK EQUITY ADVISORS LLC /ADV 10 MILL POND LANE SIMSBURY CT 06070 0 0 1 0 0001257979 LANDMARK GROWTH CAPITAL PARTNERS LP 10 MILL POND LANE SIMSBURY CT 06070 0 0 1 0 0001257823 LANDMARK IAM GROWTH CAPITAL LP 10 MILL POND LANE SIMSBURY CT 06070 0 0 1 0 0001679456 Landmark Growth Capital Partners, LLC 10 MILL POND LANE SIMSBURY CT 06070 0 0 1 0 Common Stock 3833049 I See Notes Series A Convertible Preferred Stock Common Stock 411749 I See Notes Series B Convertible Preferred Stock Common Stock 289459 I See Notes Series B-1 Convertible Preferred Stock Common Stock 438291 I See Notes Series C Convertible Preferred Stock Common Stock 193206 I See Notes Senior Redeemable Preferred Stock Common Stock 190380 I See Notes Common Warrant 9.35 Common Stock 72191 I See Notes Subordinated Convertible Promissory Note 11.00 Common Stock 485887 I See Notes These securities are held of record by Landmark Growth Capital Partners, L.P. ("LGCP") and Landmark IAM Growth Capital, L.P. ("Landmark IAM"). Landmark Growth Capital Partners, LLC ("LGCP LLC") is the general partner of both Landmark LGCP and Landmark IAM, and Landmark Equity Advisors, LLC ("LEA LLC") is the managing member of LGCP LLC. This report on Form 3 is jointly filed by LGCP, Landmark IAM, LGCP LLC and LEA 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 Paul G. Giovacchini, an advisor to LEA 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 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 exercisable for Common Stock and are exercisable 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 Landmark Growth Partners, L.P. 2016-07-21 /s/ Steven G. Fishbach, Attorney-in-Fact for Landmark IAM Growth Capital, L.P. 2016-07-21 /s/ Steven G. Fishbach, Attorney-in-Fact for Landmark Growth Capital Partners, LLC 2016-07-21 /s/ Steven G. Fishbach, Attorney-in-Fact for Landmark Equity Advisors, LLC 2016-07-21