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