0001415889-22-003851.txt : 20220405 0001415889-22-003851.hdr.sgml : 20220405 20220405172951 ACCESSION NUMBER: 0001415889-22-003851 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220328 FILED AS OF DATE: 20220405 DATE AS OF CHANGE: 20220405 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NORTHERN PACIFIC GROWTH INVESTMENT ADVISORS, LLC CENTRAL INDEX KEY: 0001920590 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31588 FILM NUMBER: 22808294 BUSINESS ADDRESS: STREET 1: 315 EAST LAKE STREET STREET 2: SUITE 301 CITY: WAYZATA STATE: MN ZIP: 55391 BUSINESS PHONE: 952-807-3525 MAIL ADDRESS: STREET 1: 315 EAST LAKE STREET STREET 2: SUITE 301 CITY: WAYZATA STATE: MN ZIP: 55391 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Pineapple Holdings, Inc. CENTRAL INDEX KEY: 0000022701 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 410957999 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 10900 RED CIRCLE DRIVE CITY: MINNETONKA STATE: MN ZIP: 55343 BUSINESS PHONE: 9529961674 MAIL ADDRESS: STREET 1: 10900 RED CIRCLE DRIVE CITY: MINNETONKA STATE: MN ZIP: 55343 FORMER COMPANY: FORMER CONFORMED NAME: COMMUNICATIONS SYSTEMS INC DATE OF NAME CHANGE: 19950401 4 1 form4-04052022_020435.xml X0306 4 2022-03-28 0000022701 Pineapple Holdings, Inc. PEGY 0001920590 NORTHERN PACIFIC GROWTH INVESTMENT ADVISORS, LLC 315 EAST LAKE STREET SUITE 301 WAYZATA MN 55391 false false true false Common Stock 2022-03-28 4 A 0 12500 A 12500 D Common Stock 2022-03-28 4 A 0 2733062 A 2733062 I By Lake Street Solar LLC The reporting person acquired 12,500 shares of issuer common stock, par value $0.05 per share (the "Common Stock"), in exchange for 50,000 Class C Units of Pineapple Energy, LLC ("Pineapple") pursuant to Pineapple's merger ("Merger") into the issuer on March 28, 2022 (the "Closing Date"). The closing price of the Common Stock on the Closing Date was $8.18. The reporting person acquired (i) 1,578,302 shares of Common Stock in exchange for 16,150,000 Class A Units of Pineapple and (ii) 250,000 shares of Common Stock in exchange for 1,000,000 Class C units of Pineapple, pursuant to the Merger on the Closing Date. Additionally, on the Closing Date, the reporting person became entitled to receive 904,760 shares of Common Stock pursuant to an "earn-out" provision (the "Earn-Out Consideration") in the Merger agreement, which entitled certain Pineapple shareholders to receive additional shares of Common Stock if a funding-related condition to the closing of the Merger was satisfied by Pineapple or waived by the issuer. Of the 904,760 shares of Common Stock of Earn-Out Consideration, 301,587 shares of Common Stock are being held in escrow by a third-party escrow agent, (CONTINUED IN FOOTNOTE 3) (CONTINUING FROM FOOTNOTE 2) and will be distributed according to the terms of an escrow agreement that was entered into on the Closing Date by and among the issuer and certain Pineapple shareholders (the "Escrow Agreement"), which states that if the volume weighted average trading price of the Common Stock for the 30 consecutive trading days beginning on April 4, 2022 ("VWAP ") is $8.00 per share of Common Stock or higher, the reporting person shall receive all of the 301,587 escrowed shares of Common Stock; however, to the extent the VWAP is below $8.00, the number of shares of Common Stock to be issued shall be reduced in accordance with the formula outlined in Section 6(c)(ii) of the Escrow Agreement. The remaining 603,173 shares of Earn-Out Consideration were issued to the reporting person in connection with the closing of the Merger. The closing price of the issuer's common stock on the Closing Date was $8.18. /s/ Scott Honour, Managing Director 2022-04-04