Sec Form 4 Filing - Whitaker Jason R @ Shoals Technologies Group, Inc. - 2021-01-29

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 Whitaker Jason R 2. Issuer Name and Ticker or Trading Symbol Shoals Technologies Group, Inc. [ SHLS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 1400 SHOALS WAY 3. Date of Earliest Transaction (MM/DD/YY) 01/29/2021 (Street) PORTLAND, TN37148 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 Class B Common Stock, par value $0.00001 per share 01/29/2021 A( 1 ) 2,150,950 A 2,150,950 I See Footnotes ( 1 ) ( 2 ) ( 3 )

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 Common Units ( 4 ) 01/29/2021 J( 5 ) 2,150,950 ( 4 ) ( 4 ) Class A Common Stock 2,150,950 ( 4 ) 2,150,950 I See Footnotes ( 1 ) ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Whitaker Jason R 1400 SHOALS WAY PORTLAND, TN37148 X Chief Executive Officer Signatures /s/ Mehgan Peetz, as Attorney-in-Fact for Jason R. Whitaker 01/29/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In the reorganization transactions (the "Reorganization Transactions") in connection with the closing of the initial public offering (the "IPO") of Shoals Technologies Group, Inc. (the "Issuer"), shares of Class B Common Stock, par value $0.00001 per share ("Class B Common Stock") of the Issuer were issued to Shoals Management Holdings LLC ("Holdings"), equal to the number of common units ("Common Units") in Shoals Parent LLC ("Parent") held by Holdings, for nominal consideration. ( 2 )Jason R. Whitaker indirectly holds 2,150,950 Common Units and an equal number of Class B Common Stock through his membership interest in Holdings. ( 3 )Holdings is controlled by its sole manager, Parent. Jason R. Whitaker is the Chief Executive Officer of Parent and serves on the board of directors of Parent. As such, Jason R. Whitaker may be deemed to have beneficial ownership of the shares held directly by Holdings. Jason R. Whitaker expressly disclaims beneficial ownership of any equity securities owned by Holdings, except to the extent of his pecuniary interests therein, and the filing of this Form 4 shall not be construed as an admission that he is the beneficial owner of any equity securities owned by Holdings. ( 4 )Pursuant to the Third Amended and Restated Limited Liability Company Agreement of Parent, Holdings may, subject to certain exceptions, from time to time at its options require Parent to redeem all or a portion of its Common Units (together with an equal number of Class B Common Stock) in exchange for, at the Issuer's election (determined solely by a majority of the Issuer's directors who are disinterested), newly issued shares of Class A Common Stock, par value $0.00001 per share ("Class A Common Stock") of the Issuer on a one-for-one basis or a cash payment equal to a volume-weighted average market price of one share of Class A Common Stock for each Common Unit so redeemed. ( 5 )In the Reorganization Transactions, all existing ownership interests in Parent were recapitalized into Common Units.

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).

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