Sec Form 3 Filing - GIP III Sol Holdings, L.P. @ SUNPOWER CORP - 2022-09-06

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
GIP III Sol Holdings, L.P.
2. Issuer Name and Ticker or Trading Symbol
SUNPOWER CORP [ SPWR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1345 AVE OF THE AMERICAS, 30TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
09/06/2022
(Street)
NEW YORK, NY10105
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 87,955,456 I See footnote( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GIP III Sol Holdings, L.P.1345 AVE OF THE AMERICAS, 30TH FLOOR
NEW YORK, NY10105
X X
GIP III Sol Acquisition, LLC
1345 AVE OF THE AMERICAS, 30TH FLOOR
NEW YORK, NY10105
X X
Signatures
GIP III SOL HOLDINGS, L.P. By: Global Infrastructure GP III, L.P., its general partner Name: Jonathan Bram Title: Partner /s/ Jonathan Bram 09/15/2022
Signature of Reporting Person Date
GIP III SOL ACQUISITION, LLC By: Name: Jonathan Bram Title: President /s/ Jonathan Bram 09/15/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The securities reported herein are held directly by Sol Holding, LLC. No shares of the Issuer have been directly transferred to the Reporting Owners. TotalEnergies Renewables USA, LLC transferred units of Sol Holding, LLC to GIP III Sol Acquisition, LLC such that TotalEnergies Renewables USA, LLC owns a number of units of Sol Holding, LLC equal to 50% of the outstanding units plus one unit, and GIP III Sol Acquisition, LLC, owns a number of units of Sol Holding, LLC equal to 50% of the outstanding units minus one unit. The sole member of GIP III Sol Acquisition, LLC is GIP III Sol Holdings, L.P.
( 2 )The general partner of GIP III Sol Holdings, L.P. is Global Infrastructure GP III, L.P. The General Partner of Global Infrastructure GP III, L.P. is Global Infrastructure Investors III, LLC. As a result, each of the foregoing entities may be deemed to beneficially own the securities reported herein. Solely for purposes of Section 16 of the Exchange Act, each Reporting Person may be deemed a "director by deputization".

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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