Sec Form 4 Filing - Santo Salvo John T @ 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 Santo Salvo John T 2. Issuer Name and Ticker or Trading Symbol Sunnova Energy International Inc. [ NOVA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ 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 P 1,000 ( 1 ) A $ 12 1,000 D Common Stock 07/29/2019 P 6 A $ 12 6 I By son

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( 2 ) A 23,531 ( 2 ) 04/07/2026 Common Stock 23,531 $ 0 23,531 D Non-Qualified Stock Option (Right to Buy) $ 24.87 07/29/2019( 3 ) A 9,412 ( 3 ) 04/07/2026 Common Stock 9,412 $ 0 9,412 D Non-Qualified Stock Option (Right to Buy) $ 12.44 07/29/2019( 4 ) A 16,303 ( 4 ) 04/15/2027 Common Stock 16,303 $ 0 16,303 D Non-Qualified Stock Option (Right to Buy) $ 24.87 07/29/2019( 5 ) A 840 ( 5 ) 04/15/2027 Common Stock 840 $ 0 840 D Non-Qualified Stock Option (Right to Buy) $ 12.44 07/29/2019( 6 ) A 107,157 ( 6 ) 05/15/2027 Common Stock 107,157 $ 0 107,157 D Non-Qualified Stock Option (Right to Buy) $ 24.87 07/29/2019( 7 ) A 69,531 ( 7 ) 05/15/2027 Common Stock 69,531 $ 0 69,531 D Non-Qualified Stock Option (Right to Buy) $ 13.58 07/29/2019( 8 ) A 25,717 ( 8 ) 04/02/2028 Common Stock 25,717 $ 0 25,717 D Non-Qualified Stock Option (Right to Buy) $ 27.16 07/29/2019( 9 ) A 6,428 ( 9 ) 04/02/2028 Common Stock 6,428 $ 0 6,428 D Restricted Stock Units ( 10 ) 07/29/2019 J 37,500 ( 11 ) ( 11 ) Common Stock 37,500 $ 0 37,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Santo Salvo John T 20 EAST GREENWAY PLAZA, SUITE 475 HOUSTON, TX77046 See Remarks Signatures /s/ Walter A. Baker by Power of Attorney 07/29/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares of common stock of the Issuer ("Common Stock") were purchased through the directed share program conducted in connection with the Issuer's initial public offering (the "IPO"). ( 2 )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 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, 18,825 Options were vested, 2,353 Options will vest on April 7, 2020 and 2,353 Options will vest on July 29, 2020, subject to continued employment. ( 3 )These Options were originally granted under the Plan on April 7, 2016 and scheduled to become exercisable in 20% annual installments over the 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, 7,530 Options were vested, 941 Options will vest on April 7, 2020 and 941 Options will vest on July 29, 2020, subject to continued employment. ( 4 )These Options were originally granted under the Plan on April 15, 2017 and scheduled to become exercisable in 20% annual installments over the five anniversaries of the date of grant. In connect ion 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, 11,412 Options were vested, 1,630 Options will vest on April 15, 2020 and 3,261 Options will vest on July 29, 2020, subject to continued employment. ( 5 )These Options were originally granted under the Plan on April 15, 2017 and scheduled to become exercisable in 20% annual installments over the 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, 588 Options were vested, 84 Options will vest on April 15, 2020 and 168 Options will vest on July 29, 2020, subject to continued employment. ( 6 )These Options were originally granted under the Plan on May 15, 2017 and scheduled to become exercisable in 20% annual installments over the 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, 75,010 Options were vested, 10,715 Options will vest on May 15, 2020 and 21,432 Options will vest on July 29, 2020, subject to continued employment. ( 7 )These Options were originally granted under the Plan on May 15, 2017 and scheduled to become exercisable in 20% annual installments over the 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, 48,672 Options were vested, 6,953 Options will vest on May 15, 2020 and 13,906 Options will vest on July 29, 2020, subject to continued employment. ( 8 )These Options were originally granted under the Plan on April 2, 2018 and scheduled to become exercisable in 20% annual installments over the 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, 15,430 Options were vested, 2,571 Options will vest on April 2, 2020 and 7,716 Options will vest on July 29, 2020, subject to continued employment. ( 9 )These Options were originally granted under the Plan on April 2, 2018 and scheduled to become exercisable in 20% annual installments over the 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, 3,857 Options were vested, 642 Options will vest on April 2, 2020 and 1,929 Options will vest on July 29, 2020, subject to continued employment. ( 10 )Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Common Stock. ( 11 )The RSUs vest in three 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: Executive Vice President of Channel Operations and Chief Procurement Officer

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