Sec Form 3 Filing - Energy Growth Momentum GP II Ltd. @ TIGO ENERGY, INC. - 2023-05-23

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Energy Growth Momentum GP II Ltd.
2. Issuer Name and Ticker or Trading Symbol
TIGO ENERGY, INC. [ TYGO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Remarks
(Last) (First) (Middle)
1ST & 2ND FLOORS, ELIZABETH HOUSE, LES RUETTES BRAYES
3. Date of Earliest Transaction (MM/DD/YY)
05/23/2023
(Street)
ST PETER PORT, Y7GY1 1EW
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
Common Stock 9,133,224 I ( 1 ) Held by Energy Growth Momentum II LP ( 1 )
Common Stock 5,208,625 I ( 1 ) Held by Tigo SPV LP ( 1 )
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
Stock Option (right to buy) $ 2.57 ( 2 ) 06/22/2032 Common Stock 9,333 I ( 1 ) Held by Energy Growth Momentum II LP
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Energy Growth Momentum GP II Ltd.
1ST & 2ND FLOORS, ELIZABETH HOUSE
LES RUETTES BRAYES
ST PETER PORT, Y7GY1 1EW
X See Remarks
Energy Growth Momentum II LP
1ST & 2ND FLOORS, ELIZABETH HOUSE
LES RUETTES BRAYES
ST PETER PORT, Y7GY1 1EW
X See Remarks
Signatures
Energy Growth Momentum GP II Limited, by: /s/ Mark Vidamour, Director 06/02/2023
Signature of Reporting Person Date
Energy Growth Momentum II LP, by: Energy Growth Momentum GP II Limited, its general partner, by: /s/ Mark Vidamour, Director 06/02/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Energy Growth Momentum GP II Limited ("EGM II GP") is the general partner of each of Energy Growth Momentum II LP ("EGM II LP") and Tigo SPV LP ("Tigo SPV"). Each of EGM II GP, EGM II LP and Tigo SPV disclaims beneficial ownership of these securities in excess of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.
( 2 )This option vests 25% on June 23, 2023, and the remainder in 1/48th monthly installments over the following thirty-six months.

Remarks:
John Wilson, an employee of Energy Growth Momentum LLP and shareholder of EGM II GP, serves on the Issuer's board of directors as a representative of the Reporting Persons. Accordingly, each of the Reporting Persons may be deemed to be a "director by deputization", as such term is used for purposes of the Exchange Act, of the Issuer.

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