Sec Form 4 Filing - MORGAN MICHAEL C @ Sunnova Energy International Inc. - 2020-05-19

Insider filing report for Changes in Beneficial Ownership
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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
MORGAN MICHAEL C
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)
20 GREENWAY PLAZA,, SUITE 475
3. Date of Earliest Transaction (MM/DD/YY)
05/19/2020
(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 05/19/2020 J( 1 ) 1,345,780 D $ 0 0 I See Footnote ( 2 )
Common Stock 05/19/2020 J( 3 ) 98,110 D $ 0 0 I See Footnote ( 4 )
Common Stock 491,750 I See Footnotes ( 5 ) ( 6 )
Common Stock 26,868 I See Footnotes ( 5 ) ( 7 )
Common Stock 6,012 I See Footnote ( 8 )
Common Stock 3,355 I See Footnote ( 9 )
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. Transacti on 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
MORGAN MICHAEL C
20 GREENWAY PLAZA,
SUITE 475
HOUSTON, TX77046
X
Signatures
/s/ Walter A. Baker by Power of Attorney 05/19/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Triangle Peak Partners II, LP distributed 1,747,759 shares of common stock of Sunnova Energy International Inc. ("Common Stock") to its partners on a pro rata basis. The reporting person retained indirect benefical ownership of 401,979 shares of such Common Stock after giving effect to the distribution, as described in footnotes 6, 8 and 9 of this Form 4.
( 2 )Such shares of Common Stock were previously reported as being held indirectly by the reporting person through Triangle Peak Partners II, LP. The reporting person serves as the Manager of the general partner, TPP II General Partner, LLC, for, and he and his spouse indirectly hold interests in, Triangle Peak Partners II, LP.
( 3 )TPP II Annex Fund, LP distributed 104,998 shares of Common Stock to its partners on a pro rata basis. The reporting person retained indirect benefical ownership of 6,888 shares of such Common Stock after giving effect to the distribution, as described in footnotes 6, 7 and 9 of this Form 4.
( 4 )Such shares of Common Stock were previously reported as being held indirectly by the reporting person through TPP II Annex Fund, LP. The reporting person serves as the Manager of the general partner, TPP II General Partner, LLC, for, and he and his spouse indirectly hold interests in, TPP II Annex Fund, LP.
( 5 )The reporting person disclaims beneficial ownership of this Common Stock except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such Common Stock for purposes of Section 16 or for any other purpose.
( 6 )Such shares of Common Stock are owned directly by Portcullis Partners, LP, and include (i) 392,962 shares of Common stock received in a pro rata distribution from Triangle Peak Partners II, LP to its partners, as described in footnote 1 of this Form 4, and (ii) 4,670 shares of Common Stock received in a pro rata distribution from TPP II Annex Fund, LP to its partners, as described in footnote 3 of this Form 4. Such shares of Common Stock were previously reported as being held indirectly by the reporting person through the foregoing entities, but are now held indirectly by the reporting person through Portcullis Partners, LP. The reporting person serves as the Manager of the general partner, Portcullis G.P., LLC, for, and he and his spouse indirectly hold interests in, Portcullis Partners, LP.
( 7 )Such shares of Common Stock are owned directly by Portcullis Investments, LP, and include 1,868 shares of Common Stock received in a pro rata distribution from TPP II Annex Fund, LP to its partners, as described in footnote 3 of this Form 4. Such shares of Common Stock were previously reported as being held indirectly by the reporting person through TPP II Annex Fund, LP, but are now held indirectly by the reporting person through Portcullis Investments, LP. The reporting person serves as the Manager of the general partner, Portcullis G.P., LLC, for, and he and his spouse indirectly hold interests in, Portcullis Investments, LP.
( 8 )Such shares of Common Stock are owned directly by Michael and Christine Morgan 2001 Investment Trust. The reporting person and his spouse are co-trustees and beneficiaries of the Michael and Christine Morgan 2001 Investment Trust.
( 9 )Such shares of Common Stock are owned directly by The Coastal Hacienda Revocable Trust. The reporting person and his spouse are co-trustees and beneficiaries of The Coastal Hacienda Revocable Trust.

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