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"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
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| FORM 4 |
| 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
| ( 1 )On July 29, 2019, the Issuer and Sunnova Energy Corporation completed a merger (the "Merger") pursuant to which the Issuer became a parent holding company of Sunnova Energy Corporation, and each issued and outstanding share of common stock and preferred stock of Sunnova Energy Corporation was converted into one share of common stock and preferred stock of the Issuer, respectively. As a result of the Merger, each stockholder of Sunnova Energy Corporation became a stockholder of the Issuer holding the same proportional equity interests as immediately prior to the Merger. In addition, the Issuer completed a 1-for-2.333 reverse stock split immediately prior to completion of the initial public offering.|
( 2 )In connection with the completion of the Issuer's initial public offering, each share of Series A convertible preferred stock and Series C convertible preferred stock automatically converted into shares of the Issuer's Common Stock on a 2.333-for-1 basis (after giving effect to the reverse stock split consummated by the Issuer).
( 3 )Following the transactions reported herein, consists of: 528,150 shares of Common Stock held by Energy Capital Partners III, LP, 17,779,378 shares of Common Stock held by Energy Capital Partners III-A, LP, 2,147,150 shares of Common Stock held by Energy Capital Partners III-B, LP, 7,350,272 shares of Common Stock held by Energy Capital Partners III-C, LP, 9,071,496 shares of Common Stock held by Energy Capital Partners III-D, LP (collectively, the "ECP Funds") and 1,476,511 shares of Common Stock held by Energy Capital Partners III (Sunnova Co-Invest), LP ("ECP Sunnova").
( 4 )ECP Control Co, LLC ("ECP Control Co") is the managing member of Energy Capital Partners III, LLC ("ECP GP"), which is (i) the general partner of Energy Capital Partners GP III, LP ("ECP Fund GP") and (ii) the managing member of Energy Capital Partners GP III Co-Investment (Sunnova), LLC ("ECP Sunnova GP"). ECP Fund GP is the general partner of each of the ECP Funds and ECP Sunnova GP is the general partner of ECP Sunnova. Douglas Kimmelman, Andrew Singer, Peter Labbat, Tyler Reeder and Rahman D'Argenio are the managing members of ECP ControlCo and share the power to vote and dispose of the securities beneficially owned by ECP ControlCo. As such, each of the foregoing entities and individuals may be deemed to share beneficial ownership of the Common Stock reported herein, but each disclaims any such beneficial ownership except to the extent of their pecuniary interest therein.
|* 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).|