Sec Form 4 Filing - Newlight Partners LP @ Sunnova Energy International Inc. - 2021-02-19

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 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 _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 320 PARK AVENUE, 3. Date of Earliest Transaction (MM/DD/YY) 02/19/2021 (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 Common Shares 02/19/2021 C( 4 ) 1,911,942 A $ 13.5 6,499,849 D ( 1 ) ( 2 ) Common Shares 02/23/2021 C( 4 ) 5,962 A $ 13.5 6,505,811 D ( 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 9.75% Convertible Senior Notes ( 3 ) $ 13.5 02/19/2021 C( 4 ) 05/14/2020 04/28/2025 Common Stock 1,911,942 $ 0 $ 80,000 D ( 2 ) 9.75% Convertible Senior Notes ( 3 ) $ 13.5 02/23/2021 C( 4 ) 05/14/2020 04/28/2025 Common Stock 5,962 $ 0 0 D ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Newlight Partners LP 320 PARK AVENUE NEW YORK, NY10022 X Newlight GP LLC C/O NEWLIGHT PARTNERS LP 320 PARK AVENUE NEW YORK, NY10022 X Yadav Ravi C/O NEWLIGHT PARTNERS LP 320 PARK AVENUE NEW YORK, NY10022 X WASSONG DAVID C/O NEWLIGHT PARTNERS LP 320 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 02/23/2021 Signature of Reporting Person Date NEWLIGHT GP LLC, /s/ David Taylor Name: David Taylor, Title: Attorney-in-Fact 02/23/2021 Signature of Reporting Person Date RAVI YADAV, /s/ David Taylor Name: David Taylor, Title: Attorney-in-Fact 02/23/2021 Signature of Reporting Person Date DAVID WASSONG /s/ David Taylor Name: David Taylor, Title: Attorney-in-Fact 02/23/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of common stock of Sunnova Energy International Inc. (the "Sunnova Shares") held directly by QSIP LP. Pursuant to an investment management agreement, QSIP LP and certain of its affiliates have delegated sole voting and dispositive power over the Sunnova Shares 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. Each of Newlight GP LLC, Ravi Yadav and David Wassong disclaims beneficial ownership of the Sunnova Shares, except to the extent of its pecuniary interest therein, and the inclusion of the Sunnova Shares in this report shall not be deemed to be an admission of beneficial ownership of the Sunnova Shares. ( 2 )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. ( 3 )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, had the right to deliver to the Reporting Persons either cash or common stock. ( 4 )The conversion of the Convertible Notes was exempt from the Section 16(b) short swing profits rule because of the Rule 16b-6 exemption for conversions of fixed-price derivative securities, and the issuance of the shares underlying the Convertible Notes in the conversion was exempt from Section 16(b) short swing profits rule because of the Rule 16b-3(d)(1) exemption for acquisitions from the Company approved the the Company's board of directors.

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. Exhibit 24.1 - Power of Attorney

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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