Sec Form 4 Filing - Newlight Partners LP @ Sunnova Energy International Inc. - 2020-06-09

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Newlight Partners LP 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 390 PARK AVENUE, 3. Date of Earliest Transaction (MM/DD/YY) 06/09/2020 (Street) NEW YORK, NY10022 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

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 9.75% Convertible Senior Notes ( 1 ) $ 13.5 06/12/2020 X 05/14/2020 04/28/2025 Common Stock 740,741 $ 9,575,833 ( 2 ) $ 40,000,000 D ( 3 ) ( 4 ) Option (right to buy) 9.75% Convertible Senior Notes ( 1 ) $ 13.5 06/09/2020 X 05/14/2020 06/13/2020 Common Stock 740,741 $ 0 0 D ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Newlight Partners LP 390 PARK AVENUE NEW YORK, NY10022 X X Newlight GP LLC C/O NEWLIGHT PARTNERS LP 390 PARK AVENUE NEW YORK, NY10022 X Yadav Ravi C/O NEWLIGHT PARTNERS LP 390 PARK AVENUE NEW YORK, NY10022 X WASSONG DAVID C/O NEWLIGHT PARTNERS LP 390 PARK AVENUE NEW YORK, NY10022 X Signatures NEWLIGHT PARTNERS LP, By: Newlight GP LLC, its general partner, /s/ David Taylor Name: David Taylor, Title: Attorney-in-Fact 06/15/2020 Signature of Reporting Person Date NEWLIGHT GP LLC, /s/ David Taylor Name: David Taylor, Title: Attorney-in-Fact 06/15/2020 Signature of Reporting Person Date RAVI YADAV, /s/ David Taylor Name: David Taylor, Title: Attorney-in-Fact 06/15/2020 Signature of Reporting Person Date DAVID WASSONG, /s/ David Taylor Name: David Taylor, Title: Attorney-in-Fact 06/15/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Upon exercise of the Reporting Persons' conversion right under the 9.75% Convertible Senior Notes due 2025 ("Convertible Notes"), the Company, at its sole option, will have the right to deliver to the Reporting Persons either cash or common stock. As a result, the Reporting Persons disclaim beneficial ownership of the Convertible Notes and the option to purchase additional Convertible Notes (the "Option"), except to the extent of their pecuniary interests therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the Convertible Notes or the Option for any purpose. ( 2 )The Convertible Notes were issued with original issue discount of 5%. The purchase price for the Convertible Notes issued upon exercise of the Option includes $75,833 of accrued interest. ( 3 )On June 9, 2020, QSIP LP and SCI Partners LP exercised the Option. After exercising the Option, $39,920,000 of the Convertible Notes are held directly by QSIP LP and $80,000 of the Convertible Notes are held directly by SCI Partners LP. Pursuant to an investment management agreement, QSIP LP and certain of its affiliates have delegated sole voting and dispositive power over the Convertible Notes and the Option to Newlight Partners LP (f/k/a Strategic Capital Investment Partners, LP). The general partner of Newlight Partners LP is Newlight GP LLC (f/k/a Strategic Investments Group GP LLC). The sole members of Newlight GP LLC are Ravi Yadav and David Wassong. ( 4 )Mark Longstreth, an employee of Newlight Partners LP (f/k/a Strategic Capital Investment Partners, LP) or one of its affiliates, serves on the Board of Directors of the Company (the "Board"). Solely for the purpose of Section 16 of the Exchange Act of 1934 (the "Exchange Act"), the Reporting Persons may be deemed to be directors-by-deputization as a result of the service of Mr. Longstreth on the Board. For purposes of the exemption under Rule 16b-3 promulgated under the Exchange Act, the Board approved the acquisition of any direct or indirect pecuniary interests in any and all of the shares underlying the Convertible Notes by the Reporting Persons as a result of or in connection with the transaction reported in this Form 4.

Remarks: Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.