Sec Form 4/A Filing - Cook Patrick @ FTC Solar, Inc. - 2022-08-23

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FORM 4/A
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
Cook Patrick
2. Issuer Name and Ticker or Trading Symbol
FTC Solar, Inc. [ FTCI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Commercial Officer
(Last) (First) (Middle)
C/O FTC SOLAR, INC., 9020 N CAPITAL OF TEXAS HWY, SUITE I-260
3. Date of Earliest Transaction (MM/DD/YY)
08/23/2022
(Street)
AUSTIN, TX78759
4. If Amendment, Date Original Filed (MM/DD/YY)
08/24/2022
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 08/23/2022 M 37,832 A( 1 ) $ 0.475 296,230 D
Common Stock 08/23/2022 S 37,832 D( 2 ) $ 4.31 258,398 D
Common Stock 94,295 I By Trust( 3 )
Common Stock 94,295 I By Trust( 4 )
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
Employee Stock Options (right to buy) $ 0.475 08/23/2022 M 37,832 ( 5 ) 07/25/2029 Common Stock 37,832 $ 0 737,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Cook Patrick
C/O FTC SOLAR, INC.
9020 N CAPITAL OF TEXAS HWY, SUITE I-260
AUSTIN, TX78759
Chief Commercial Officer
Signatures
/s/ Jacob D. Wolf, as Attorney-in-Fact 12/21/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The common stock reported on this line of this Form 4 was issued as a result of the exercise of employee stock options.
( 2 )Represents a weighted average sales price per share for these shares, which were sold in multiple transactions at prices ranging from $4.25 to $4.35. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Commission or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
( 3 )These shares are owned directly by the Patrick Cook 2021 Trust for the benefit of the Reporting Person. The Reporting Person (a) is the sole trustee of the trust and (b) has sole voting and dispositive power with respect to the shares held by the trust. The Reporting Person's spouse has sole power to acquire for herself any assets held in the trust, including the shares, by substituting other property of equivalent value. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that he is the beneficial owner of such securities for Section 16 or any other purpose.
( 4 )These shares are owned directly by the Cook 2021 Family Trust for the benefit of the Reporting Person's children. The Reporting Person (a) is the sole investment adviser of the trust, (b) has sole power to direct the trustee as to the voting and disposition of the shares held by the trust, and (c) has sole power to acquire for himself any asset held in the trust, including the shares, by substituting other property of equivalent value. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that he is the beneficial owner of such securities for Section 16 or any other purpose.
( 5 )927,750 of the options are fully vested and exercisable as of August 23, 2022, and the remaining 309,250 options will vest in monthly installments until July 29, 2023.

Remarks:
This Form 4/A amends and restates the original Form 4 filed by the Reporting Person on August 24, 2022 (the "Original Form 4"), which inadvertently excluded the exercise of a stock option on August 23, 2022. This amendment reports such exercise and corrects the number of shares beneficially owned after the sale of shares reported in the Original Form 4. This Form 4/A is also deemed to update the amount of common stock reported as beneficially owned by the Reporting Person in subsequently filed Forms 4 after the date of the Original Form 4 filing.

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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