Sec Form 4 Filing - DeRosa Michael Lawrence @ TPI COMPOSITES, INC - 2018-05-15

Insider filing report for Changes in Beneficial Ownership
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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
DeRosa Michael Lawrence
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) _____ Other (specify below)
(Last) (First) (Middle)
565 E SWEDESFORD ROAD, SUITE 207
3. Date of Earliest Transaction (MM/DD/YY)
05/15/2018
(Street)
WAYNE, PA19087
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 05/15/2018 M 3,740 A $ 0 6,620 ( 1 ) D
Common Stock 7,548,848 ( 2 ) I See footnote ( 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
Restricted Stock Units ( 3 ) 05/15/2018 M 3,740 ( 4 ) ( 3 )( 4 ) Common Stock 3,740 $ 0 0 D
Restricted Stock Units ( 4 ) 05/15/2018 A 3,397 ( 4 ) ( 3 )( 4 ) Common Stock 3,397 $ 0 3,397 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DeRosa Michael Lawrence
565 E SWEDESFORD ROAD, SUITE 207
WAYNE, PA19087
X X
Signatures
/s/ Steven G. Fishbach, Attorney-in-Fact 05/17/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Reporting Person is contractually obligated to turn over any proceeds from the sale of these shares to Element II G.P., LLC ("GP LLC") and/or certain entities affiliated with GP LLC. The Reporting Person 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 his pecuniary interest therein, if any.
( 2 )7,435,623 shares of these securities are held of record by Element Partners II, L.P. ("EP II") and 113,225 shares of these securities are held of record by Element Partners II Intrafund, L.P. ("Intrafund"). Element Partners II G.P., L.P. ("GP LP") is the general partner of both EP II and Intrafund, and GP LLC is the general partner of GP LP. The Reporting Person is a managing member of GP LLC. The Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of his pecuniary interest therein, if any.
( 3 )Each restricted stock unit represents a contingent right to receive one share of the common stock. All unvested restricted stock units will automatically expire upon Reporting Person's termination of service from Issuer. This award was granted pursuant to the Company's Amended and Restated Non-Employee Director's Compensation Policy.
( 4 )All restricted stock units vest on the earlier of (i) the one-year anniversary of the Grant Date or (ii) the next Annual Meeting of Stockholders, subject to the Awardee's continued service as a director of the Board with the Company through such 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).
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