Sec Form 4 Filing - Berger William J @ Sunnova Energy International Inc. - 2021-07-29

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
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 540
3. Date of Earliest Transaction (MM/DD/YY)
07/29/2021
(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 07/29/2021 M 119,047 A $ 0 ( 1 ) 286,001 D
Common Stock 08/02/2021 S 27,985 ( 2 ) D $ 36.66 ( 3 ) 258,016 D
Common Stock 08/02/2021 S 19,447 ( 2 ) D $ 37.59 ( 4 ) 238,569 D
Common Stock 172,596 I See Footnote ( 5 )
Common Stock 7,471 I See Footnote ( 6 )
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 ) 07/29/2021 M 119,047 ( 7 ) ( 7 ) Common Stock 119,047 $ 0 595,239 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Berger William J
20 EAST GREENWAY PLAZA,
SUITE 540
HOUSTON, TX77046
X See Remarks
Signatures
/s/ Walter A. Baker by Power of Attorney 08/02/2021
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 of Sunnova Energy International Inc. ("Common Stock").
( 2 )The sale of such shares of Common Stock was authorized by the reporting person in order to meet tax obligations upon vesting July 29, 2021 and further settlement. A portion of the proceeds of the sale will be paid to the Company to the extent of the profit over the reporting person's purchase of Common Stock on May 6, 2021.
( 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 $36.195 to $37.175. The reporting person undertakes to provide to Sunnova Energy International Inc., any security holder thereof, 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 such range.
( 4 )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 $37.185 to $38.16. The reporting person undertakes to provide to Sunnova Energy International Inc., any security holder thereof, 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 such range.
( 5 )Such shares of Common Stock are owned directly by Jackson Leigh Ventures, LLC. The reporting person is the sole member of Jackson Leigh Ventures, LLC.
( 6 )Such shares of Common Stock are held in the reporting person's IRA.
( 7 )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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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