X0306 4 2016-07-21 0 0001455684 TPI COMPOSITES, INC TPIC 0001309058 DeRosa Michael Lawrence THREE RADNOR CORP. CTR., SUITE 410 RADNOR PA 19087 1 0 1 0 Series B Warrants 8748.81 2016-07-21 4 X 0 69.7239 0.00 D Series B Convertible Preferred Stock 69.7239 0 I See Note Series B Convertible Preferred Stock 2016-07-21 4 X 0 69.7239 0.00 A Common Stock 89446 69.7239 I See Note Series B Convertible Preferred Stock 2016-07-21 4 S 0 43.2284 0.00 D Common Stock 55455 26.4955 I See Note The Series B Warrants were deemed automatically exercised prior to 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 were 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 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. The Reporting Person is a designated director representative of EP II and Intrafund and a managing member of GP LLC and may be deemed to share voting and investment power with respect to all shares held by EP II and Intrafund. The Reporting Person 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 his pecuniary interest therein, if any. The Series B Convertible Preferred Stock (the "Series B Shares") is convertible at any time into shares of the Issuer's Common Stock at the holder's election and automatically convert, upon the closing of the Issuer's initial public offering, into the number of shares of Common Stock shown in column 7 above. These securities do not have an expiration date. The Reporting Person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 43.2284 of the Series B Shares to pay the exercise price and issuing to the Reporting Person the remaining 26.4955 Series B Shares. /s/ Steven G. Fishbach, Attorney-in-Fact 2016-07-25