Sec Form 4 Filing - ELEMENT PARTNERS II LP @ TPI COMPOSITES, INC - 2018-07-20

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 ELEMENT PARTNERS II LP 2. Issuer Name and Ticker or Trading Symbol TPI COMPOSITES, INC [ TPIC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ 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) 07/20/2018 (Street) WAYNE, PA19087 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 07/20/2018 X 72,191 ( 1 ) A $ 9.35 7,521,039 I See Footnote ( 2 ) Common Stock 07/20/2018 S( 3 ) 22,836 D $ 29.56 7,498,203 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 Common Warrants $ 9.35 07/20/2018 X 72,191 ( 4 ) ( 4 ) Common Stock 72,191 $ 0 0 I See Footnote ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ELEMENT PARTNERS II LP 565 E SWEDESFORD ROAD SUITE 207 WAYNE, PA19087 X ELEMENT PARTNERS II INTRAFUND LP 565 E SWEDESFORD ROAD SUITE 207 WAYNE, PA19087 X Element Partners II G.P., L.P. 565 E SWEDESFORD ROAD SUITE 207 WAYNE, PA19087 X Element II G.P., LLC 565 E SWEDESFORD ROAD SUITE 207 WAYNE, PA19087 X Signatures /s/ Steven G. Fishbach, Attorney-in-Fact for Element Partners II, L.P. 07/24/2018 Signature of Reporting Person Date /s/ Steven G. Fishbach, Attorney-in-Fact for Element Partners II Intrafund, L.P. 07/24/2018 Signature of Reporting Person Date /s/ Steven G. Fishbach, Attorney-in-Fact for Element Partners II G.P., L.P. 07/24/2018 Signature of Reporting Person Date /s/ Steven G. Fishbach, Attorney-in-Fact for Element II G.P., LLC 07/24/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )71,109 shares of these securities are held of record by Element Partners II, L.P. ("EP II") and 1,082 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 Element II G.P., LLC ("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 Securities Exchange Act of 1943, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any. ( 2 )These securities are held of record by EP II and Intrafund. GP LP is the general partner of both EP II and Intrafund, and GP LLC is the general partner of GP LP. This report on Form 4 is jointly filed by EP II, Intrafund, GP LP and GP 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. 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. ( 3 )Pursuant to the terms and conditions of the underlying warrant agreements, 72,191 shares of common stock underlying the warrants were deemed to have been automatically exercised on a cashless, net issuance basis immediately prior to the expiration of the warrants, which expiration occurred on the second anniversary of the Issuer's initial public offering. As a result of this net issuance, the Issuer withheld 22,836 shares underlying the warrants to pay the exercise price and issued to EP II and Intrafund the remaining 49,355 shares. The Issuer also paid $46.31 to EP II and Intrafund in lieu of fractional shares. ( 4 )These securities are exercisable for common stock and are exercisable at any time until the earlier of (i) December 24, 2022, (ii) two (2) years following the effective date of the issuer's initial public offering or (iii) the date of a merger event, as defined in the warrant.

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