Sec Form 4 Filing - TotalEnergies SE @ SUNPOWER CORP - 2022-09-12

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
TotalEnergies SE
2. Issuer Name and Ticker or Trading Symbol
SUNPOWER CORP [ SPWR]
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)
2, PLACE JEAN MILLIER, LA DEFENSE 6
3. Date of Earliest Transaction (MM/DD/YY)
09/12/2022
(Street)
COURBEVOIE, I092400
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 09/12/2022 J( 1 ) 43,977,727 D 87,955,456 I See Footnote( 2 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TotalEnergies SE
2, PLACE JEAN MILLIER
LA DEFENSE 6
COURBEVOIE, I092400
X X
TotalEnergies Gestion USA SARL
2, PLACE JEAN MILLIER
LA DEFENSE 6
COURBEVOIE, I092400
X X
TotalEnergies Holdings USA, Inc.
1201 LOUISIANA ST. SUITE 1800,
HOUSTON, TX77002
X X
TotalEnergies Delaware, Inc.
1201 LOUISIANA ST. SUITE 1800,
HOUSTON, TX77002
X X
TotalEnergies Renewables USA, LLC
1201 LOUISIANA ST. SUITE 1800
HOUSTON, TX77002
X X
Sol Holding, LLC
1201 LOUISIANA ST. SUITE 1800,
HOUSTON, TX77002
X X
Signatures
TOTALENERGIES SE By: Name: Aurelien Hamelle Title: General Counsel 09/12/2022
Signature of Reporting Person Date
TOTALENERGIES GESTION USA SARL By: Name: Eric Bozec Title: General Manager 09/12/2022
Signature of Reporting Person Date
TOTALENERGIES HOLDINGS USA, INC. By: Name: Christophe Vuillez Title: Chief Executive Officer and President 09/12/2022
Signature of Reporting Person Date
TOTALENERGIES DELAWARE, INC. By: Name: Christophe Vuillez Title: President 09/12/2022
Signature of Reporting Person Date
TOTALENERGIES RENEWABLES USA, LLC By: Name: Marc-Antoine Pignon Title: Chief Executive Officer 09/12/2022
Signature of Reporting Person Date
SOL HOLDING, LLC By: Name: Christopher Gillies Title: President and Secretary 09/12/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the sale of 50% less one unit of the equity interests in Sol Holding, LLC ("HoldCo") to GIP III Sol Acquisition, LLC ("Purchaser") in a privately negotiated transaction as partial consideration for the purchase of 50% of the equity interests in GIP III Zephyr Holdings, LLC. No shares were directly transferred to the Purchaser pursuant to the Transaction.
( 2 )The securities reported herein are held directly by HoldCo, which is equally controlled by Purchaser and TotalEnergies Renewables USA, LLC. TotalEnergies Holdings USA, Inc. is the sole shareholder of TotalEnergies Delaware, Inc., which is the sole member of TotalEnergies Renewables USA, LLC. TotalEnergies Gestion USA SARL, which is a direct wholly owned subsidiary of TotalEnergies SE, is the sole shareholder of TotalEnergies Holdings USA, Inc. As a result, each of the foregoing entities may be deemed to beneficially own the securities reported herein.

Remarks:
Purchaser and its affiliated entities are separately filing a Form 3 with respect to the securities reported herein.

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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