Sec Form 4 Filing - Berger William J @ Sunnova Energy International Inc. - 2019-07-29

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 Berger William J 2. Issuer Name and Ticker or Trading Symbol Sunnova Energy International Inc. [ NOVA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) 20 EAST GREENWAY PLAZA,, SUITE 475 3. Date of Earliest Transaction (MM/DD/YY) 07/29/2019 (Street) HOUSTON, TX77046 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 07/29/2019 J( 1 ) 31,564 A $ 0 31,564 D Common Stock 07/29/2019 J( 1 ) 176,653 A $ 0 176,653 I See Footnote ( 2 ) Common Stock 07/29/2019 J( 1 ) 7,471 A $ 0 7,471 I See Footnote ( 3 )

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 Non-Qualified Stock Option (Right to Buy) $ 12.44 07/29/2019( 4 ) A 1,176,303 ( 4 ) 04/07/2026 Common Stock 1,176,303 $ 0 1,176,303 D Non-Qualified Stock Option (Right to Buy) $ 24.87 07/29/2019( 5 ) A 470,520 ( 5 ) 04/07/2026 Common Stock 470,520 $ 0 470,520 D Non-Qualified Stock Option (Right to Buy) $ 13.58 07/29/2019( 6 ) A 143,162 ( 6 ) 04/02/2028 Common Stock 143,162 $ 0 143,162 D Non-Qualified Stock Option (Right to Buy) $ 27.16 07/29/2019( 7 ) A 40,720 ( 7 ) 04/02/2028 Common Stock 40,720 $ 0 40,720 D Restricted Stock Units ( 8 ) 07/29/2019 A 833,333 ( 9 ) ( 9 ) Common Stock 833,333 $ 0 833,333 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Berger William J 20 EAST GREENWAY PLAZA, SUITE 475 HOUSTON, TX77046 X See Remarks Signatures /s/ Walter A. Baker by Power of Attorney 07/31/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Such shares of common stock of the Issuer ("Common Stock") were received in connection with the closing of the initial public offering of the Issuer ("IPO") in exchange for previously held interests in Sunnova Energy Corporation, pursuant to that certain Agreement and Plan of Merger, dated as of July 29, 2019, by and among the Issuer, Sunnova Energy Corporation and Sunnova Merger Sub Inc. ( 2 )Such shares of Common Stock are owned directly by Jackson Leigh Ventures, LLC. The reporting person is the sole member of Jackson Leigh Ventures, LLC. ( 3 )Such shares of Common Stock are held in the reporting person's IRA. ( 4 )These Nonqualified Stock Options ("Options") were originally granted under the Stock Option Plan of Sunnova Energy Corporation (the "Plan") on April 7, 2016 and scheduled to become exercisable in 20% annual installments over the first five anniversaries of the date of grant. In connection with the closing of the IPO, the Issuer assumed the Plan and the existing options became Options to purchase Common Stock. Upon the closing of the IPO, 1,058,673 Options were vested and 117,630 Options will vest on April 7, 2020, subject to continued employment. ( 5 )These Options were originally granted under the Plan on April 7, 2016 and scheduled to become exercisable in 20% annual installments over the first five anniversaries of the date of grant. In connection with the closing of the IPO, the Issuer assumed the Plan and the existing options became Options to purchase Common Stock. Upon the closing of the IPO, 423,469 Options were vested and 47,051 Options will vest on April 7, 2020, subject to continued employment. ( 6 )These Options were originally granted under the Plan on April 2, 2018 and scheduled to become exercisable in 20% annual installments over the first five anniversaries of the date of grant. In connection with the closing of the IPO, the Issuer assumed the Plan and the existing options became Options to purchase Common Stock. Upon the closing of the IPO, 85,897 Options were vested, 14,316 Options will vest on April 2, 2020 and 42,949 Options will vest on July 29, 2020, subject to continued employment. ( 7 )These Options were originally granted under the Plan on April 2, 2018 and scheduled to become exercisable in 20% annual installments over the first five anniversaries of the date of grant. In connection with the closing of the IPO, the Issuer assumed the Plan and the existing options became Options to purchase Common Stock. Upon the closing of the IPO, 24,432 Options were vested, 4,072 Options will vest on April 2, 2020 and 12,216 Options will vest on July 29, 2020, subject to continued employment. ( 8 )Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Common Stock. ( 9 )The RSUs will vest in seven equal annual installments beginning on July 29, 2020. Common Stock will be delivered to the reporting person no later than 15 days after the RSUs vest.

Remarks: Chairman of the Board, President and Chief Executive Officer

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