Sec Form 4 Filing - Berger William J @ Sunnova Energy International Inc. - 2023-07-29

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) 07/29/2023 (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 07/29/2023 M 119,047 A $ 0 ( 1 ) 412,372 D Common Stock 08/01/2023 S 47,150 ( 2 ) D $ 17.8577 ( 3 ) 365,222 D Common Stock 24,100 I See Footnote ( 4 ) Common Stock 7,471 I See Footnote ( 5 )

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 ( 1 ) 07/29/2023 M 119,047 ( 6 ) ( 6 ) Common Stock 119,047 $ 0 357,145 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/ David Searle by Power of Attorney 08/01/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of common stock ("Common Stock") of Sunnova Energy International Inc. (the "Company"). ( 2 )The sale of such shares of Common Stock was authorized by the reporting person in order to meet tax withholding obligations in connection with the July 29, 2023 vesting of RSUs granted on July 29, 2019. The sale of the reporting person's shares of Common Stock constitutes a "sell-to-cover transaction" and is provided for in a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, and the sale does not represent a discretionary trade by the reporting person. A portion of the proceeds of the sale have been paid to the Company to the extent of the profit over the reporting person's purchases of Common Stock on March 28, 2023 and March 31, 2023. ( 3 )The price reported in Column 4 is a weighted average price. These shares of Common Stock were sold in multiple transactions at prices ranging from $17.49 to $18.19, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Common Stock sold at each separate price within the range set forth in this footnote. ( 4 )Such shares of Common Stock are held in the IRA of the reporting person's spouse. ( 5 )Such shares of Common Stock are held in the reporting person's IRA. ( 6 )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

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).

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