0001140361-20-006820.txt : 20200325 0001140361-20-006820.hdr.sgml : 20200325 20200325150703 ACCESSION NUMBER: 0001140361-20-006820 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20200325 DATE AS OF CHANGE: 20200325 GROUP MEMBERS: ELK MOUNTAIN, LTD. GROUP MEMBERS: MINION TRAIL, LTD. GROUP MEMBERS: RUSSELL D. GORDY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Sunnova Energy International Inc. CENTRAL INDEX KEY: 0001772695 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-91357 FILM NUMBER: 20741981 BUSINESS ADDRESS: STREET 1: 20 GREENWAY PLAZA, SUITE 475 CITY: HOUSTON STATE: TX ZIP: 77046 BUSINESS PHONE: (281) 985-9900 MAIL ADDRESS: STREET 1: 20 GREENWAY PLAZA, SUITE 475 CITY: HOUSTON STATE: TX ZIP: 77046 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Gordy Oil Co CENTRAL INDEX KEY: 0001807355 IRS NUMBER: 760070845 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 100 WAUGH DRIVE STREET 2: #400 CITY: HOUSTON STATE: TX ZIP: 77007 BUSINESS PHONE: 713-333-6539 MAIL ADDRESS: STREET 1: 100 WAUGH DRIVE STREET 2: #400 CITY: HOUSTON STATE: TX ZIP: 77007 SC 13G 1 brhc10010259_sc13g.htm SC 13G
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No.)*



SUNNOVA ENERGY INTERNATIONAL INC.
(Name of Issuer)

Common Stock, $0.0001 par value per share
(Title of Class of Securities)

86745K104
(CUSIP Number)

December 31, 2019
(Date of Event Which Requires Filing of this Statement)



Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

Rule 13d-1(d)

*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).



CUSIP: 86745K104
Page 2 of 9

1
NAMES OF REPORTING PERSONS
 
 
 
Russell D. Gordy
 
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
United States of America
 
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 
4,419,746
 
 
 
 
 
6
SHARED VOTING POWER
 
 
 
0
 
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 
4,419,746
 
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 
0
 
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
4,419,746
 
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 
5.3% (1)
 
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 
IN
 
 
 
 
 

(1) Calculated using 84,001,062 shares of common stock outstanding as of February 21, 2020, as reported in the Form 10-K/A filed by Sunnova Energy International Inc. on March 6, 2020.

CUSIP: 86745K104
Page 3 of 9

1
NAMES OF REPORTING PERSONS
 
 
 
Gordy Oil Company
 
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Texas
 
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 
4,419,746
 
 
 
 
 
6
SHARED VOTING POWER
 
 
 
0
 
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 
4,419,746
 
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 
0
 
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
4,419,746
 
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 
5.3% (1)
 
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 
CO
 
 
 
 
 


CUSIP: 86745K104
Page 4 of 9

1
NAMES OF REPORTING PERSONS
 
 
 
Elk Mountain, Ltd.
 
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Texas
 
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 
3,954,579
 
 
 
 
 
6
SHARED VOTING POWER
 
 
 
0
 
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 
3,954,579
 
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 
0
 
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
3,954,579
 
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 
4.7% (1)
 
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 
PN
 
 
 
 
 


CUSIP: 86745K104
Page 5 of 9

1
NAMES OF REPORTING PERSONS
 
 
 
Minion Trail, Ltd.
 
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Texas
 
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 
465,167
 
 
 
 
 
6
SHARED VOTING POWER
 
 
 
0
 
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 
465,167
 
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 
0
 
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
465,167
 
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 
0.6% (1)
 
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 
PN
 
 
 
 
 


CUSIP: 86745K104
Page 6 of 9

Item 1(a). Name of Issuer: Sunnova Energy International Inc. (the “Issuer”)

Item 1(b). Address of Issuer’s Principal Executive Officers20 East Greenway Plaza, Suite 475, Houston, Texas 77046

Item 2(a).  Name of Person Filing:

Russell D. Gordy (“Russell Gordy”)
Gordy Oil Company (“Gordy Oil”)
Elk Mountain, Ltd. (“Elk Mountain”)
Minion Trail, Ltd. (“Minion Trail”)
(Each a “Reporting Person,” and collectively, the “Reporting Persons”).

Item 2(b). Address or Principal Business Office or, if None, Residence:

The principal business office for all Reporting Persons filing is:

c/o Gordy Oil Company
100 Waugh Drive, #400
Houston, Texas 77007

Item 2(c). Citizenship: See Item 4 of each cover page.

Item 2(d). Title of Class of Securities: Common Stock, $0.0001 par value per share (“Common Stock”).

Item 2(e). CUSIP No.: 86745K104.

Item 3. If this Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a: Not applicable.

Item 4. Ownership.

(a) Amount beneficially owned: See Item 9 of each cover page.

Gordy Oil, which is solely owned and controlled by Russell Gordy, is the General Partner of each of Elk Mountain and Minion Trail.  Accordingly, each of Elk Mountain and Minion Trail may be deemed to share beneficial ownership of the shares of Common Stock reported herein by the other entity, but each disclaims any such beneficial ownership except to the extent of its pecuniary interest therein.

The shares of Common Stock reported herein were issued to Elk Mountain and Minion Trail in connection with a corporate reorganization undertaken by the Issuer in connection with its initial public offering, which closed on July 29, 2019.  The shares of Common Stock reported for Minion Trail give effect to the sale of 235,956 shares of Common Stock during 2020 through the date of this filing.

(b) Percent of class: See Item 11 of each cover page.  Percentages have been calculated using 84,001,062 shares of Common Stock outstanding as of February 21, 2020, as reported in the Form 10-K/A filed by the Issuer on March 6, 2020.

(c) Number of shares as to which the person has:


(i)
Sole power to vote or to direct the vote: See Item 5 of each cover page.

(ii)
Shared power to vote or to direct the vote: See Item 6 of each cover page.

(iii)
Sole power to dispose or to direct the disposition of: See Item 7 of each cover page.

(iv)
Shared power to dispose or to direct the disposition of: See Item 8 of each cover page.

Item 5. Ownership of 5 Percent or Less of a Class.

Not applicable.

CUSIP: 86745K104
Page 7 of 9

Item 6. Ownership of More than 5 Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certifications.

Not applicable.

CUSIP: 86745K104
Page 8 of 9

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated: March 25, 2020
 
 
 
Russell D. Gordy
 
 
 
 
By:
/s/ William H. Caudill
 
Name:
William H. Caudill
 
Title:
Attorney-in-Fact
     
 
Gordy Oil Company
 
 
 
 
By:
/s/ William H. Caudill
 
Name:
William H. Caudill
 
Title:
Attorney-in-Fact
 
 
 
 
Elk Mountain, Ltd.
 
By:
Gordy Oil Company, its General Partner
     
 
By:
/s/ William H. Caudill
 
Name:
William H. Caudill
 
Title:
Attorney-in-Fact
 
 
 
 
Minion Trail, Ltd.
 
By:
Gordy Oil Company, its General Partner
     
 
By:
/s/ William H. Caudill
 
Name:
William H. Caudill
 
Title:
Attorney-in-Fact
 
 
 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.


CUSIP: 86745K104
Page 9 of 9

EXHIBIT INDEX

Exhibit Number
Title
Joint Filing Agreement
Power of Attorney






EX-99.1 2 brhc10010259_ex99-1.htm EXHIBIT 99.1

EXHIBIT 99.1
 
JOINT FILING AGREEMENT
 
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Common Stock, $0.0001 par value per share, of Sunnova Energy International Inc. (this “Agreement”), is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
 
Dated: March 25, 2020
 
  
 
Russell D. Gordy
     
 
By:
/s/ William H. Caudill
 
Name:
William H. Caudill
 
Title:
Attorney-in-Fact
     
 
Gordy Oil Company
     
 
By:
/s/ William H. Caudill
 
Name:
William H. Caudill
 
Title:
Attorney-in-Fact
     
 
Elk Mountain, Ltd.
 
By:
Gordy Oil Company, its General Partner
     
 
By:
/s/ William H. Caudill
 
Name:
William H. Caudill
 
Title:
Attorney-in-Fact
     
 
Minion Trail, Ltd.
 
By:
Gordy Oil Company, its General Partner
     
 
By:
/s/ William H. Caudill
 
Name:
William H. Caudill
 
Title:
Attorney-in-Fact
 
 
 



EX-99.2 3 brhc10010259_ex99-2.htm EXHIBIT 99.2

EXHIBIT 99.2
 
POWER OF ATTORNEY
 
Know all by these presents that each of the undersigned, does hereby make, constitute and appoint each of William H. Caudill and Sharin A. Scott as a true and lawful attorney-in-fact of such undersigned, each individually with full powers of substitution and revocation, for and in the name, place and stead of such undersigned, to execute and deliver such forms that such undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of such undersigned’s ownership of or transactions in securities of Sunnova Energy International Inc. any Schedule 13D or Schedule 13G, and any amendments thereto, on behalf of the undersigned in accordance with Section 13 of the Securities Exchange Act of 1934 and the rules promulgated thereunder (the “Exchange Act”). The Power of Attorney shall remain in full force and effect until such undersigned is no longer required to file Schedule 13D or Schedule 13G pursuant to Section 13 of the Exchange Act, unless earlier revoked in writing. Each of the undersigned acknowledges that neither William H. Caudill nor Sharin A. Scott is assuming any of such undersigned’s responsibilities to comply with Section 13 of the Exchange Act.
 
Dated: March 25, 2020
 
 
 
 
Russell D. Gordy
     
 
By:
/s/ Russell D. Gordy
 
Name:
Russell D. Gordy
     
 
Gordy Oil Company
     
 
By:
/s/ Shaun C. Gordy
 
Name:
Shaun C. Gordy
 
Title:
Vice President
     
 
Elk Mountain, Ltd.
 
By:
Gordy Oil Company, its General Partner
     
 
By:
/s/ Shaun C. Gordy
 
Name:
Shaun C. Gordy
 
Title:
Vice President
     
 
Minion Trail, Ltd.
 
By:
Gordy Oil Company, its General Partner
     
 
By:
/s/ Shaun C. Gordy
 
Name:
Shaun C. Gordy
 
Title:
Vice President