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*
Newlight Partners LP

(Last) (First) (Middle)
320 PARK AVENUE

(Street)
NEW YORK NY 10022

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/01/2020
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 12/01/2020 S 4,025,000 D $37 3,510,161 D(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*
Newlight Partners LP

(Last) (First) (Middle)
320 PARK AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Newlight GP LLC

(Last) (First) (Middle)
C/O NEWLIGHT PARTNERS LP
320 PARK AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Yadav Ravi

(Last) (First) (Middle)
C/O NEWLIGHT PARTNERS LP
320 PARK AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
WASSONG DAVID

(Last) (First) (Middle)
C/O NEWLIGHT PARTNERS LP
320 PARK AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
Explanation of Responses:
1. Represents shares of common stock of Sunnova Energy International Inc. (the "Sunnova Shares") held directly by QSIP LP. Pursuant to an investment management agreement, QSIP LP and certain of its affiliates have delegated sole voting and dispositive power over the Sunnova Shares to Newlight Partners LP (f/k/a Strategic Capital Investment Partners, LP). The general partner of Newlight Partners LP is Newlight GP LLC (f/k/a Strategic Investments Group GP LLC). The sole members of Newlight GP LLC are Ravi Yadav and David Wassong. Each of Newlight GP LLC, Ravi Yadav and David Wassong disclaims beneficial ownership of the Sunnova Shares, except to the extent of its pecuniary interest therein, and the inclusion of the Sunnova Shares in this report shall not be deemed to be an admission of beneficial ownership of the Sunnova Shares.
2. Mark Longstreth, an employee of Newlight Partners LP (f/k/a Strategic Capital Investment Partners, LP) or one of its affiliates, serves on the Board of Directors of the Company (the "Board"). Solely for the purpose of Section 16 of the Exchange Act of 1934 (the "Exchange Act"), the Reporting Persons may be deemed to be directors-by-deputization as a result of the service of Mr. Longstreth on the Board.
Remarks:
Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
NEWLIGHT PARTNERS LP, By: Newlight GP LLC, its general partner, /s/ David Taylor Name: David Taylor, Title: Attorney-in-Fact 12/03/2020
NEWLIGHT GP LLC, /s/ David Taylor Name: David Taylor, Title: Attorney-in-Fact 12/03/2020
RAVI YADAV, /s/ David Taylor Name: David Taylor, Title: Attorney-in-Fact 12/03/2020
DAVID WASSONG, /s/ David Taylor Name: David Taylor, Title: Attorney-in-Fact 12/03/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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