Sec Form 4 Filing - Gopalakrishnan Ramesh @ TPI COMPOSITES, INC - 2023-01-12

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Gopalakrishnan Ramesh
2. Issuer Name and Ticker or Trading Symbol
TPI COMPOSITES, INC [ TPIC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and COO Wind
(Last) (First) (Middle)
8501 NORTH SCOTTSDALE ROAD, GAINEY CENTER II, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
01/12/2023
(Street)
SCOTTSDALE, AZ85253
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 01/12/2023 M 19,459 A $ 0 41,489 D
Common Stock 01/12/2023 F 5,633( 1 ) D $ 13.91 35,856 D
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 ( 2 ) 01/12/2023 M 19,459 ( 2 )( 3 )( 4 ) ( 2 )( 3 )( 4 ) Common Stock 19,459 $ 0 19,459 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gopalakrishnan Ramesh
8501 NORTH SCOTTSDALE ROAD
GAINEY CENTER II, SUITE 100
SCOTTSDALE, AZ85253
President and COO Wind
Signatures
/s/ Steven G. Fishbach, Attorney-in-Fact 01/17/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the shares required to satisfy tax withholding obligations in connection with the vesting of 19,459 restricted stock units("RSUs").
( 2 )Each RSU represents a contingent right to receive one share of the common stock. All unvested RSUs will automatically expire upon Reporting Person's termination of service from Issuer.
( 3 )On January 12, 2022, the Reporting Person was granted 38,918 RSU's.50% of such RSU award vested on January 12, 2023 and the remaining 50% will vest on January 12, 2024.
( 4 )Subject to the Reporting Person remaining a service provider to the Company through and including the second anniversary of the date of the above award, if the aggregate market value of the total number of shares issued pursuant to the award as of such date, together with the aggregate market value of any shares underlying this award that have been sold before such date, is less than the aggregate market value of the total number of shares issuable as of original grant date (in each case, as measured by reference to the closing market prices of the Company's common stock on said dates), then the Reporting Person will receive additional fully vested shares on such second anniversary date with an aggregate market value equal to the difference between the two amounts. Any such additional shares shall be issued pursuant to, and shall be subject to, the terms of the Company's 2015 Stock Option and Incentive Plan and the applicable award agreement thereunder.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.