0000899243-16-025913.txt : 20160729 0000899243-16-025913.hdr.sgml : 20160729 20160729153751 ACCESSION NUMBER: 0000899243-16-025913 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160727 FILED AS OF DATE: 20160729 DATE AS OF CHANGE: 20160729 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: Weiss Daniel G CENTRAL INDEX KEY: 0001679525 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37839 FILM NUMBER: 161793939 MAIL ADDRESS: STREET 1: 8501 N. SCOTTSDALE ROAD STREET 2: GAINEY CENTER II, SUITE 100 CITY: SCOTTSDALE STATE: AZ ZIP: 85253 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-07-27 0 0001455684 TPI COMPOSITES, INC TPIC 0001679525 Weiss Daniel G 2029 CENTURY PARK EAST SUITE 2980 LOS ANGELES CA 90067 1 0 1 0 Common Stock 2016-07-27 4 C 0 4855470 A 4855470 I See Footnote Common Stock 2016-07-27 4 P 0 272727 A 5128197 I See Footnote Series A Convertible Preferred Stock 2016-07-27 4 C 0 1192.517 0.00 D Common Stock 1501455 0 I See Footnote Series B Convertible Preferred Stock 2016-07-27 4 C 0 180.7215 0.00 D Common Stock 231846 0 I See Footnote Series B-1 Convertible Preferred Stock 2016-07-27 4 C 0 194.312 0.00 D Common Stock 351460 0 I See Footnote Series C Convertible Preferred Stock 2016-07-27 4 C 0 1226.54 0.00 D Common Stock 1449049 0 I See Footnote Senior Redeemable Preferred Stock 2016-07-27 4 C 0 170 0.00 D Common Stock 809123 0 I See Footnote Super Senior Redeemable Preferred Stock 2016-07-27 4 C 0 85 0.00 D Common Stock 404562 0 I See Footnote Subordinated Convertible Promissory Note 2016-07-27 4 C 0 107975 11.00 D Common Stock 107975 0 I See Footnote 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 A Convertible Preferred Stock (the "Series A Shares"), 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 A Shares, 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 Angeleno Investors II, L.P. ("AI II LP") and the Reporting Person is the co-founder and managing partner of the Angeleno Group. The Reporting Person may be deemed to share voting and investment power with respect to all shares held by AI II LP. 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 These securities were purchased in the initial public offering of the Issuer. The Series A Shares automatically converted into Issuer Common stock on an approximately 1,259.06-for-1 basis upon the closing of the initial public offering of the Issuer without payment or further consideration. The Series A Shares were convertible at any time at the election of the Reporting Person and had no expiration date. 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 2016-07-29