X0306 4 2016-07-27 0 0001455684 TPI COMPOSITES, INC TPIC 0001418349 NGP Energy Technology Partners, L.P. 1700 K STREET NW, SUITE 750 WASHINGTON DC 20006 1 0 1 1 Director by Deputization 0001422087 NGP ETP, L.L.C. 1700 K STREET NW, SUITE 750 WASHINGTON DC 20006 1 0 1 0 0001421879 Energy Technology Partners, L.L.C. 1700 K STREET NW, SUITE 750 WASHINGTON DC 20006 1 0 1 0 Common Stock 2016-07-27 4 C 0 3800316 A 3800316 D Series A Convertible Preferred Stock 2016-07-27 4 C 0 2014.3876 0.00 D Common Stock 2536242 0 D Series B Convertible Preferred Stock 2016-07-27 4 C 0 171.4518 0.00 D Common Stock 219954 0 D Series B-1 Convertible Preferred Stock 2016-07-27 4 C 0 205.7422 0.00 D Common Stock 372135 0 D Series C Convertible Preferred Stock 2016-07-27 4 C 0 327.0774 0.00 D Common Stock 386413 0 D Senior Redeemable Preferred Stock 2016-07-27 4 C 0 60 0.00 D Common Stock 285572 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 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"), and Senior Redeemable Preferred Stock (the "Senior Shares"). The Series A Shares, Series B Shares, Series B-1 Shares, Series C Shares and Senior Shares are collectively referred to herein as the "Preferred Shares". See footnotes 4, 5, 6, 7 and 8 for the conversion ratios of the classes of Preferred Shares. These securities are held of record by NGP Energy Technology Partners, L.P. ("NGP LP"). NGP ETP, L.L.C. ("NGP ETP") is the general partner of NGP LP and Energy Technology Partners, L.L.C. ("ETP LLC") is the manager of NGP ETP. NGP ETP and ETP LLC may be deemed indirect beneficial owners of the reported securities. This report on Form 4 is jointly filed by NGP LP, NGP ETP and ETP 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 Philip J. Deutch, the manager of ETP 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. 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. /s/ Steven G. Fishbach, Attorney-in-Fact for NGP Energy Technology Partners, L.P. 2016-07-29 /s/ Steven G. Fishbach, Attorney-in-Fact for NGP ETP, L.L.C. 2016-07-29 /s/ Steven G. Fishbach, Attorney-in-Fact for Energy Technology Partners, L.L.C. 2016-07-29