Dean Solon - Jul 23, 2021 Form 4 Insider Report for Shoals Technologies Group, Inc. (SHLS)

Role: Director, 10%+ Owner
Signature: /s/ Mehgan Peetz, as Attorney-in-Fact for Dean Solon
Stock symbol: SHLS
Transactions as of: Jul 23, 2021
Transactions value $: $0
Form type: 4
Date filed: 7/27/2021, 04:54 PM
Previous filing: Jul 21, 2021
Next filing: Dec 9, 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		-2.01M	-3.46%		56.1M	Jul 23, 2021	Direct	F1, F2, F3, F4, F5

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		-2.01M	-3.46%		56.1M	Jul 23, 2021	Class A Common Stock	2.01M		Direct	F1, F2, F3, F4, F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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").
F2	Represents 20,076, 662,516 and 1,325,031 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"), transferred by Dean Solon, Holdco I and Holdco II, respectively, to the Issuer in connection with the underwriters' exercise of an option to purchase additional shares (the "Option Exercise"), which closed on July 23, 2021, in connection with 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	Upon the consummation of the Option Exercise, (i) Dean Solon directly holds 560,730 Common Units in Parent and an equal number of Class B Common Stock, (ii) Holdco I directly holds 18,504,076 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 37,008,153 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.
F4	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.
F5	The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.
F6	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.