Sec Form 4 Filing - NGP Energy Technology Partners, L.P. @ TPI COMPOSITES, INC - 2016-07-27

FORM 4 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 NGP Energy Technology Partners, L.P. 2. Issuer Name and Ticker or Trading Symbol TPI COMPOSITES, INC [ TPIC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) Director by Deputization (Last) (First) (Middle) 1700 K STREET NW, SUITE 750 3. Date of Earliest Transaction (MM/DD/YY) 07/27/2016 (Street) WASHINGTON, DC20006 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 07/27/2016 C 3,800,316 ( 1 ) A 3,800,316 D ( 2 ) ( 3 )

2,536,242 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 Series A Convertible Preferred Stock ( 4 ) 07/27/2016 C 2,014.3876 ( 4 ) ( 4 ) Common Stock $ 0 0 D ( 2 ) ( 3 ) Series B Convertible Preferred Stock ( 5 ) 07/27/2016 C 171.4518 ( 5 ) ( 5 ) Common Stock 219,954 $ 0 0 D ( 2 ) ( 3 ) Series B-1 Convertible Preferred Stock ( 6 ) 07/27/2016 C 205.7422 ( 6 ) ( 6 ) Common Stock 372,135 $ 0 0 D ( 2 ) ( 3 ) Series C Convertible Preferred Stock ( 7 ) 07/27/2016 C 327.0774 ( 7 ) ( 7 ) Common Stock 386,413 $ 0 0 D ( 2 ) ( 3 ) Senior Redeemable Preferred Stock ( 8 ) 07/27/2016 C 60 ( 8 ) ( 8 ) Common Stock 285,572 $ 0 0 D ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other NGP Energy Technology Partners, L.P. 1700 K STREET NW, SUITE 750 WASHINGTON, DC20006 X X Director by Deputization NGP ETP, L.L.C. 1700 K STREET NW, SUITE 750 WASHINGTON, DC20006 X X Energy Technology Partners, L.L.C. 1700 K STREET NW, SUITE 750 WASHINGTON, DC20006 X X Signatures /s/ Steven G. Fishbach, Attorney-in-Fact for NGP Energy Technology Partners, L.P. 07/29/2016 Signature of Reporting Person Date /s/ Steven G. Fishbach, Attorney-in-Fact for NGP ETP, L.L.C. 07/29/2016 Signature of Reporting Person Date /s/ Steven G. Fishbach, Attorney-in-Fact for Energy Technology Partners, L.L.C. 07/29/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction represents the total number of shares of Common Stock of the Issuer (the "Issuer Common Stock") received upon the conversion of the Issuer's Series A Convertible Preferred Stock (the "Series A Shares"), Series B Convertible Preferred Stock (the "Series B Shares"), Series B-1 Convertible Preferred Stock (the "Series B-1 Shares"), Series C Convertible Preferred Stock (the "Series C Shares"), and Senior Redeemable Preferred Stock (the "Senior Shares"). The Series A Shares, Series B Shares, Series B-1 Shares, Series C Shares and Senior Shares are collectively referred to herein as the "Preferred Shares". See footnotes 4, 5, 6, 7 and 8 for the conversion ratios of the classes of Preferred Shares. ( 2 )These securities are held of record by NGP Energy Technology Partners, L.P. ("NGP LP"). NGP ETP, L.L.C. ("NGP ETP") is the general partner of NGP LP and Energy Technology Partners, L.L.C. ("ETP LLC") is the manager of NGP ETP. NGP ETP and ETP LLC may be deemed indirect beneficial owners of the reported securities. ( 3 )This report on Form 4 is jointly filed by NGP LP, NGP ETP and ETP LLC. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. The Reporting Persons have designated a representative, currently Philip J. Deutch, the manager of ETP LLC, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. ( 4 )The Series A Shares automatically converted into Issuer Common stock on an approximately 1,259.06-for-1 basis upon the closing of the initial public offering of the Issuer without payment or further consideration. The Series A Shares were convertible at any time at the election of the Reporting Person and had no expiration date. ( 5 )The Series B Shares automatically converted into Issuer Common stock on an approximately 1,282.90-for-1 basis upon the closing of the initial public offering of the Issuer without payment or further consideration. The Series B Shares were convertible at any time at the election of the Reporting Person and had no expiration date ( 6 )The Series B-1 Shares automatically converted into Issuer Common stock on an approximately 1,808.75-for-1 basis upon the closing of the initial public offering of the Issuer without payment or further consideration. The Series B-1 Shares were convertible at any time at the election of the Reporting Person and had no expiration date. ( 7 )The Series C Shares automatically converted into Issuer Common stock on an approximately 1,181.41-for-1 basis upon the closing of the initial public offering of the Issuer without payment or further consideration. The Series C Shares were convertible at any time at the election of the Reporting Person and had no expiration date. ( 8 )The Senior Shares automatically converted into Issuer Common stock on an approximately 4,759.60-for-1 basis upon the closing of the initial public offering of the Issuer without payment or further consideration. The Senior Shares were convertible at any time at the election of the Reporting Person and had no expiration date.

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