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Sec Form 4 Filing - ECP ControlCo LLC @ Sunnova Energy International Inc. - 2020-07-06

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
ECP ControlCo, LLC
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 X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
40 BEECHWOOD ROAD
3. Date of Earliest Transaction (MM/DD/YY)
07/06/2020
(Street)
SUMMIT, NJ07901
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 07/06/2020 S 6,211,533 D $ 15.7575 32,141,424 I See footnotes ( 1 ) ( 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ECP ControlCo, LLC
40 BEECHWOOD ROAD
SUMMIT, NJ07901
X
ENERGY CAPITAL PARTNERS III, LLC
40 BEECHWOOD ROAD
SUMMIT, NJ07901
X
Energy Capital Partners GP III, LP
40 BEECHWOOD ROAD
SUMMIT, NJ07901
X
ENERGY CAPITAL PARTNERS III, LP
40 BEECHWOOD ROAD
SUMMIT, NJ07901
X
ENERGY CAPITAL PARTNERS III-A, LP
40 BEECHWOOD ROAD
SUMMIT, NJ07901
X
ENERGY CAPITAL PARTNERS III-B, LP
40 BEECHWOOD ROAD
SUMMIT, NJ07901
X
ENERGY CAPITAL PARTNERS III-C, LP
40 BEECHWOOD ROAD
SUMMIT, NJ07901
X
ENERGY CAPITAL PARTNERS III-D, LP
40 BEECHWOOD ROAD
SUMMIT, NJ07901
X
Energy Capital Partners GP III Co-Investment (Sunnova), LLC
40 BEECHWOOD ROAD
SUMMIT, NJ07901
X
Energy Capital Partners III (Sunnova Co-Invest), LP
40 BEECHWOOD ROAD
SUMMIT, NJ07901
X
Signatures
ECP ControlCo, LLC, By: /s/ Rahman D'Argenio, Managing Member 07/07/2020
** Signature of Reporting Person Date
Energy Capital Partners III, LLC, By: ECP ControlCo, LLC, its managing member, By: /s/ Rahman D'Argenio, Managing Member 07/07/2020
** Signature of Reporting Person Date
Energy Capital Partners GP III, LP, By: Energy Capital Partners III, LLC, its general partner, By: ECP ControlCo, LLC, its managing member, By: /s/ Rahman D'Argenio, Managing Member 07/07/2020
** Signature of Reporting Person Date
Energy Capital Partners III, LP, By: Energy Capital Partners GP III, LP, its general partner, By: Energy Capital Partners III, LLC, its general partner, By: ECP ControlCo, LLC, its managing member. By: /s/ Rahman D'Argenio, Managing Member 07/07/2020
** Signature of Reporting Person Date
Energy Capital Partners III-A, LP, By: Energy Capital Partners GP III, LP, its general partner, By: Energy Capital Partners III, LLC, its general partner, By: ECP ControlCo, LLC, its managing member, By: /s/ Rahman D'Argenio, Managing Member 07/07/2020
** Signature of Reporting Person Date
Energy Capital Partners III-B, LP, By: Energy Capital Partners GP III, LP, its general partner, By: Energy Capital Partners III, LLC, its general partner, By: ECP ControlCo, LLC, its managing member, By: /s/ Rahman D'Argenio, Managing Member 07/07/2020
** Signature of Reporting Person Date
Energy Capital Partners III-C, LP, By: Energy Capital Partners GP III, LP, its general partner, By: Energy Capital Partners III, LLC, its general partner, By: ECP ControlCo, LLC, its managing member, By: /s/ Rahman D'Argenio, Managing Member 07/07/2020
** Signature of Reporting Person Date
Energy Capital Partners III-D, LP, By: Energy Capital Partners GP III, LP, its general partner, By: Energy Capital Partners III, LLC, its general partner, By: ECP ControlCo, LLC, its managing member, By: /s/ Rahman D'Argenio, Managing Member 07/07/2020
** Signature of Reporting Person Date
Energy Capital Partners GP III Co-Investment (Sunnova), LLC, By: Energy Capital Partners III, LLC, its managing member, By: ECP ControlCo, LLC, its managing member, By: /s/ Rahman D'Argenio, Managing Member 07/07/2020
** Signature of Reporting Person Date
Energy Capital Partners III (Sunnova Co-Invest), LP, By: Energy Capital Partners GP III Co-Investment (Sunnova), LLC, its general partner, By: Energy Capital Partners III, LLC, By: ECP ControlCo, LLC, By: /s/ Rahman D'Argenio, Managing Member 07/07/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Consists of: 442,612 shares of Common Stock held by Energy Capital Partners III, LP, 14,899,882 shares of Common Stock held by Energy Capital Partners III-A, LP, 1,799,404 shares of Common Stock held by Energy Capital Partners III-B, LP, 6,159,843 shares of Common Stock held by Energy Capital Partners III-C, LP, 7,602,303 shares of Common Stock held by Energy Capital Partners III-D, LP (collectively, the "ECP Funds") and 1,237,380 shares of Common Stock held by Energy Capital Partners III (Sunnova Co-Invest), LP ("ECP Sunnova").
( 2 )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.

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.
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