Sec Form 4 Filing - Solon Dean @ 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 Solon Dean 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (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) _____ 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 Class B Common Stock, par value $0.00001 per share 01/29/2021 A( 2 ) 68,314,792 ( 1 ) ( 4 ) ( 5 ) ( 6 ) A 68,314,792 ( 1 ) ( 4 ) ( 5 ) ( 6 ) D Class B Common Stock, par value $0.00001 per share 01/29/2021 D( 3 ) 5,234,210 ( 1 ) ( 4 ) ( 5 ) ( 6 ) D 63,080,582 ( 1 ) ( 4 ) ( 5 ) ( 6 ) D

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 ( 7 ) 01/29/2021 J( 8 ) 68,314,792 ( 1 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 7 ) Class A Common Stock 68,314,792 ( 1 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) 68,314,792 ( 1 ) ( 4 ) ( 5 ) ( 6 ) D Common Units ( 7 ) 01/29/2021 J( 8 ) 5,234,210 ( 1 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 7 ) Class A Common Stock 5,234,210 ( 1 ) ( 4 ) ( 5 ) ( 6 ) ( 3 ) 63,080,582 ( 1 ) ( 4 ) ( 5 ) ( 6 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Solon Dean 1400 SHOALS WAY PORTLAND, TN37148 X X Solon Holdco I, GP 1400 SHOALS WAY PORTLAND, TN37148 X Solon Holdco II, GP 1400 SHOALS WAY PORTLAND, TN37148 X Solon Holdco III, LLC 1400 SHOALS WAY PORTLAND, TN37148 X Signatures /s/ Mehgan Peetz, as Attorney-in-Fact for Dean Solon 02/01/2021 Signature of Reporting Person Date /s/ Mehgan Peetz, as Attorney-in-Fact for Solon Holdco I, GP 02/01/2021 Signature of Reporting Person Date /s/ Mehgan Peetz, as Attorney-in-Fact for Solon Holdco II, GP 02/01/2021 Signature of Reporting Person Date /s/ Mehgan Peetz, as Attorney-in-Fact for Solon Holdco III, LLC 02/01/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is being filed jointly by (each, a "Reporting Person" and, collectively, the "Reporting Persons") (i) Dean Solon, (ii) Solon Holdco I, GP ("Holdco I"); (iii) Solon Holdco II, GP ("Holdco II") and (iv) Solon Holdco III, LLC ("Holdco III"). ( 2 )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 certain holders of common units ("Common Units") in Shoals Parent LLC ("Parent"), equal to the number of Common Units held by such holders, for nominal consideration. ( 3 )Represents 52,342, 1,727,289 and 3,454,579 Common Units, together with a corresponding number of shares of Class B Common Stock, transferred by Dean Solon, Holdco I and Holdco II, respectively, to the Issuer in connection with the closing of the IPO at a price of $23.75 (the per-share price paid by the underwriters for shares of the Class A Common Stock, par value $0.00001 per share ("Class A Common Stock") in the IPO) for one Common Unit and one share of Class B Common Stock. ( 4 )Upon the consummation of the Reorganization Transactions and the closing of the IPO, (i) Dean Solon directly holds 630,806 Common Units in Parent and an equal number of Class B Common Stock, (ii) Holdco I directly holds 20,816,592 Common Units in Parent and an equal number of Class B Common Stock, and is controlled by its general partners, Dean Solon and Holdco III, and (iii) Holdco II directly holds 41,633,184 Common Units and an equal number of Class B Common Stock, and is controlled by its general partners, Dean Solon and Holdco III. Holdco III is fully owned by Dean Solon. ( 5 )Each of the Reporting Persons expressly disclaims beneficial ownership of the equity securities reported herein, except to the extent of their respective pecuniary interests therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 4. ( 6 )The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. ( 7 )Pursuant to the Third Amended and Restated Limited Liability Company Agreement of Parent, Dean Solon, Holdco I and Holdco II may, subject to certain exceptions, from time to time at each of their options require Parent to redeem all or a portion of their 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 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. ( 8 )In the Reorganization Transactions, all existing ownership interests in Parent were recapitalized into Common Units.

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