Jason R. Whitaker - Jul 19, 2021 Form 4 Insider Report for Shoals Technologies Group, Inc. (SHLS)

Signature
/s/ Mehgan Peetz, as Attorney-in-Fact for Jason R. Whitaker
Stock symbol
SHLS
Transactions as of
Jul 19, 2021
Transactions value $
$0
Form type
4
Date filed
7/21/2021, 04:55 PM
Next filing
Nov 10, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SHLS Class B Common Stock, par value $0.00001 per share Disposed to Issuer -763K -100% 0 Jul 19, 2021 Direct F1, F2
holding SHLS Class B Common Stock, par value $0.00001 per share 1.42M Jul 19, 2021 See Footnotes F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction SHLS Common Units Disposed to Issuer -763K -100% 0 Jul 19, 2021 Class A Common Stock 763K Direct F1, F2, F5
holding SHLS Common Units 1.42M Jul 19, 2021 Class A Common Stock 1.42M See Footnotes F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents 762,556 common units ("Common Units") in Shoals Parent LLC ("Parent"), together with a corresponding number of shares of Class B Common Stock, par value $0.00001 per share ("Class B Common Stock") of Shoals Technologies Group, Inc. (the "Issuer"), previously reported as indirectly held by the Reporting Person through his membership interest in Shoals Management Holdings LLC ("Holdings").
F2 Represents 762,556 Common Units, together with a corresponding number of shares of Class B Common Stock, transferred by the Reporting Person to the Issuer in connection with the closing of an underwritten public offering (the "Follow-on Offering") of the Issuer's Class A Common Stock, par value $0.00001 per share ("Class A Common Stock") at a price of $27.02 (the per-share price paid by the underwriters for shares of Class A Common Stock in the Follow-on Offering) for one Common Unit and one share of Class B Common Stock.
F3 After giving effect to the redemption in connection with the Follow-on Offering, the Reporting Person indirectly holds 1,416,180 Common Units and an equal number of shares of Class B Common Stock through his membership interest in Holdings, as such amounts were adjusted in connection with the recapitalization of Holdings at the closing of the initial public offering of the Issuer, after which the Reporting Person, as of January 29, 2021, indirectly held 2,178,736 Common Units and an equal number of shares of Class B Common Stock through his membership interest in Holdings.
F4 Holdings is controlled by its sole manager, Parent, which is controlled by its sole manager, the Issuer. The Reporting Person is the Chief Executive Officer of Parent and serves on the board of directors of the Issuer. As such, the Reporting Person may be deemed to have beneficial ownership of the shares held directly by Holdings. The Reporting Person 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.
F5 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 option require Parent to redeem all or a portion of its Common Units (together with an equal number of shares 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.