X0306 4 2016-07-27 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 Common Stock 2016-07-27 4 C 0 8704147 A 8704147 D Common Stock 2016-07-27 4 P 0 727273 A 9431420 D Series B Convertible Preferred Stock 2016-07-27 4 C 0 26.4955 0.00 D Common Stock 33991 0 D Series B-1 Convertible Preferred Stock 2016-07-27 4 C 0 2158.008 0.00 D Common Stock 3903289 0 D Series C Convertible Preferred Stock 2016-07-27 4 C 0 1226.54 0.00 D Common Stock 1449048 0 D Senior Redeemable Preferred Stock 2016-07-27 4 C 0 410 0.00 D Common Stock 1951415 0 D Super Senior Redeemable Preferred Stock 2016-07-27 4 C 0 185 0.00 D Common Stock 880517 0 D Subordinated Convertible Promissory Note 2016-07-27 4 C 0 485887 11.00 D Common Stock 485887 0 D This transaction represents the total number of shares of Common Stock of the Issuer (the "Issuer Common Stock") received upon the conversion of the Issuer's Series B Convertible Preferred Stock (the "Series B Shares"), Series B-1 Convertible Preferred Stock (the "Series B-1 Shares"), Series C Convertible Preferred Stock (the "Series C Shares"), Senior Redeemable Preferred Stock (the "Senior Shares") and Super Senior Redeemable Preferred Stock (the "Super Senior Shares"). The Series B Shares, Series B-1 Shares, Series C Shares, Senior Shares and Super Senior Shares are collectively referred to herein as the "Preferred Shares". 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 Persons disclaim 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 their pecuniary interest therein, if any. These securities were purchased in the initial public offering of the Issuer. The Series B Shares automatically converted into Issuer Common stock on an approximately 1,282.90-for-1 basis upon the closing of the initial public offering of the Issuer without payment or further consideration. The Series B Shares were convertible at any time at the election of the Reporting Person and had no expiration date. The Series B-1 Shares automatically converted into Issuer Common stock on an approximately 1,808.75-for-1 basis upon the closing of the initial public offering of the Issuer without payment or further consideration. The Series B-1 Shares were convertible at any time at the election of the Reporting Person and had no expiration date. The Series C Shares automatically converted into Issuer Common stock on an approximately 1,181.41-for-1 basis upon the closing of the initial public offering of the Issuer without payment or further consideration. The Series C Shares were convertible at any time at the election of the Reporting Person and had no expiration date. The Senior Shares automatically converted into Issuer Common stock on an approximately 4,759.60-for-1 basis upon the closing of the initial public offering of the Issuer without payment or further consideration. The Senior Shares were convertible at any time at the election of the Reporting Person and had no expiration date. The Super Senior Shares automatically converted into Issuer Common stock on an approximately 4,759.60-for-1 basis upon the closing of the initial public offering of the Issuer without payment or further consideration. The Super Senior Shares were convertible at any time at the election of the Reporting Person and had no expiration date. These securities automatically converted into Issuer Common stock upon the closing of the initial public offering of the Issuer without payment or further consideration. These securities converted at a price of $11.00 per share. /s/ Steven G. Fishbach, Attorney-in-Fact for Element Partners II, L.P. 2016-07-29 /s/ Steven G. Fishbach, Attorney-in-Fact for Element Partners II Intrafund, L.P. 2016-07-29 /s/ Steven G. Fishbach, Attorney-in-Fact for Element Partners II G.P., L.P. 2016-07-29 /s/ Steven G. Fishbach, Attorney-in-Fact for Element II G.P., LLC. 2016-07-29