0000950103-24-000863.txt : 20240118 0000950103-24-000863.hdr.sgml : 20240118 20240118205236 ACCESSION NUMBER: 0000950103-24-000863 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240117 FILED AS OF DATE: 20240118 DATE AS OF CHANGE: 20240118 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bennett David P CENTRAL INDEX KEY: 0001582417 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41617 FILM NUMBER: 24543532 MAIL ADDRESS: STREET 1: 3616 NICOLE AVE CITY: PLEASANTON STATE: CA ZIP: 94588 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Nextracker Inc. CENTRAL INDEX KEY: 0001852131 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 6200 PASEO PADRE PARKWAY CITY: FREMONT STATE: CA ZIP: 94555 BUSINESS PHONE: 510-270-2500 MAIL ADDRESS: STREET 1: 6200 PASEO PADRE PARKWAY CITY: FREMONT STATE: CA ZIP: 94555 FORMER COMPANY: FORMER CONFORMED NAME: Nextracker LLC DATE OF NAME CHANGE: 20220215 FORMER COMPANY: FORMER CONFORMED NAME: Nextracker Inc. DATE OF NAME CHANGE: 20210318 4 1 dp205382_4-bennett.xml FORM 4 X0508 4 2024-01-17 0 0001852131 Nextracker Inc. NXT 0001582417 Bennett David P C/O NEXTRACKER INC. 6200 PASEO PADRE PARKWAY FREMONT CA 94555 0 1 0 0 Chief Financial Officer 0 Common Stock 2024-01-17 4 A 0 5544 0 A 11106 D On January 2, 2024, Flex Ltd. ("Flex") completed a distribution of all of the shares of common stock of Yuma, Inc. ("Yuma Shares") to Flex shareholders on a pro rata basis based on the number of ordinary shares of Flex (each, a "Flex Share") held by each Flex shareholder (the "Distribution") as of December 29, 2023, pursuant to that certain Agreement and Plan of Merger by and among Nextracker Inc. ("Nextracker"), Flex, Yuma, Inc. and Yuma Acquisition Corp. ("Merger Sub"), dated as of February 7, 2023 (the "Merger Agreement"). Upon the consummation of the Distribution, on January 2, 2024, Flex completed the merger of Yuma Inc. with and into Merger Sub, with Yuma surviving the merger as a wholly owned subsidiary of Nextracker (the "Merger" and, together with the Distribution, the "Transactions"). In connection with the Transactions, pursuant to the terms of the Second Amended and Restated Employee Matters Agreement, dated as of July 31, 2022, by and between Flex and Nextracker (the "EMA"), all outstanding restricted stock units with respect to Flex Shares ("Flex RSUs") held by the Reporting Person were assumed and converted into RSUs with respect to Nextracker's Class A Common Stock ("Nextracker RSUs"), with the number of Nextracker RSUs determined by multiplying (a) the number of Flex RSUs held by the Reporting Person immediately before the Transactions by (b) the "Nextracker Adjustment Ratio," as determined by the Board of Directors of Flex in accordance with the EMA. Represents the grant of Nextracker RSUs upon the assumption and conversion of the Flex RSUs held by the Reporting Person in connection with the Transactions, in accordance with the terms of the EMA. The Nextracker RSUs were granted pursuant to the Second Amended and Restated 2022 Nextracker Inc. Equity Incentive Plan on generally the same terms and conditions (including vesting and payment schedules) as were applicable to the corresponding Flex RSUs immediately prior to the Transactions. The Nextracker RSUs vest 100% on June 9, 2024, subject to the Reporting Person's continued service to Nextracker through the relevant vesting date. /s/ Leah Schlesinger, Attorney-in-Fact for David Bennett 2024-01-18