SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
ECP ControlCo, LLC

(Last) (First) (Middle)
40 BEECHWOOD ROAD

(Street)
SUMMIT NJ 07901

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Sunnova Energy International Inc. [ NOVA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/06/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/06/2020 S 6,211,533 D $15.7575 32,141,424 I See footnotes(1)(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
ECP ControlCo, LLC

(Last) (First) (Middle)
40 BEECHWOOD ROAD

(Street)
SUMMIT NJ 07901

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ENERGY CAPITAL PARTNERS III, LLC

(Last) (First) (Middle)
40 BEECHWOOD ROAD

(Street)
SUMMIT NJ 07901

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Energy Capital Partners GP III, LP

(Last) (First) (Middle)
40 BEECHWOOD ROAD

(Street)
SUMMIT NJ 07901

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ENERGY CAPITAL PARTNERS III, LP

(Last) (First) (Middle)
40 BEECHWOOD ROAD

(Street)
SUMMIT NJ 07901

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ENERGY CAPITAL PARTNERS III-A, LP

(Last) (First) (Middle)
40 BEECHWOOD ROAD

(Street)
SUMMIT NJ 07901

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ENERGY CAPITAL PARTNERS III-B, LP

(Last) (First) (Middle)
40 BEECHWOOD ROAD

(Street)
SUMMIT NJ 07901

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ENERGY CAPITAL PARTNERS III-C, LP

(Last) (First) (Middle)
40 BEECHWOOD ROAD

(Street)
SUMMIT NJ 07901

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ENERGY CAPITAL PARTNERS III-D, LP

(Last) (First) (Middle)
40 BEECHWOOD ROAD

(Street)
SUMMIT NJ 07901

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Energy Capital Partners GP III Co-Investment (Sunnova), LLC

(Last) (First) (Middle)
40 BEECHWOOD ROAD

(Street)
SUMMIT NJ 07901

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Energy Capital Partners III (Sunnova Co-Invest), LP

(Last) (First) (Middle)
40 BEECHWOOD ROAD

(Street)
SUMMIT NJ 07901

(City) (State) (Zip)
Explanation of Responses:
1. Consists of: 442,612 shares of Common Stock held by Energy Capital Partners III, LP, 14,899,882 shares of Common Stock held by Energy Capital Partners III-A, LP, 1,799,404 shares of Common Stock held by Energy Capital Partners III-B, LP, 6,159,843 shares of Common Stock held by Energy Capital Partners III-C, LP, 7,602,303 shares of Common Stock held by Energy Capital Partners III-D, LP (collectively, the "ECP Funds") and 1,237,380 shares of Common Stock held by Energy Capital Partners III (Sunnova Co-Invest), LP ("ECP Sunnova").
2. ECP Control Co, LLC ("ECP Control Co") is the managing member of Energy Capital Partners III, LLC ("ECP GP"), which is (i) the general partner of Energy Capital Partners GP III, LP ("ECP Fund GP") and (ii) the managing member of Energy Capital Partners GP III Co-Investment (Sunnova), LLC ("ECP Sunnova GP"). ECP Fund GP is the general partner of each of the ECP Funds and ECP Sunnova GP is the general partner of ECP Sunnova. Douglas Kimmelman, Andrew Singer, Peter Labbat, Tyler Reeder and Rahman D'Argenio are the managing members of ECP ControlCo and share the power to vote and dispose of the securities beneficially owned by ECP ControlCo. As such, each of the foregoing entities and individuals may be deemed to share beneficial ownership of the Common Stock reported herein, but each disclaims any such beneficial ownership except to the extent of their pecuniary interest therein.
Remarks:
ECP ControlCo, LLC, By: /s/ Rahman D'Argenio, Managing Member 07/07/2020
Energy Capital Partners III, LLC, By: ECP ControlCo, LLC, its managing member, By: /s/ Rahman D'Argenio, Managing Member 07/07/2020
Energy Capital Partners GP III, LP, By: Energy Capital Partners III, LLC, its general partner, By: ECP ControlCo, LLC, its managing member, By: /s/ Rahman D'Argenio, Managing Member 07/07/2020
Energy Capital Partners III, LP, By: Energy Capital Partners GP III, LP, its general partner, By: Energy Capital Partners III, LLC, its general partner, By: ECP ControlCo, LLC, its managing member. By: /s/ Rahman D'Argenio, Managing Member 07/07/2020
Energy Capital Partners III-A, LP, By: Energy Capital Partners GP III, LP, its general partner, By: Energy Capital Partners III, LLC, its general partner, By: ECP ControlCo, LLC, its managing member, By: /s/ Rahman D'Argenio, Managing Member 07/07/2020
Energy Capital Partners III-B, LP, By: Energy Capital Partners GP III, LP, its general partner, By: Energy Capital Partners III, LLC, its general partner, By: ECP ControlCo, LLC, its managing member, By: /s/ Rahman D'Argenio, Managing Member 07/07/2020
Energy Capital Partners III-C, LP, By: Energy Capital Partners GP III, LP, its general partner, By: Energy Capital Partners III, LLC, its general partner, By: ECP ControlCo, LLC, its managing member, By: /s/ Rahman D'Argenio, Managing Member 07/07/2020
Energy Capital Partners III-D, LP, By: Energy Capital Partners GP III, LP, its general partner, By: Energy Capital Partners III, LLC, its general partner, By: ECP ControlCo, LLC, its managing member, By: /s/ Rahman D'Argenio, Managing Member 07/07/2020
Energy Capital Partners GP III Co-Investment (Sunnova), LLC, By: Energy Capital Partners III, LLC, its managing member, By: ECP ControlCo, LLC, its managing member, By: /s/ Rahman D'Argenio, Managing Member 07/07/2020
Energy Capital Partners III (Sunnova Co-Invest), LP, By: Energy Capital Partners GP III Co-Investment (Sunnova), LLC, its general partner, By: Energy Capital Partners III, LLC, By: ECP ControlCo, LLC, By: /s/ Rahman D'Argenio, Managing Member 07/07/2020
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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