Jason R. Whitaker - Mar 10, 2023 Form 4 Insider Report for Shoals Technologies Group, Inc. (SHLS)

Role: Chief Executive Officer, Director
Signature: /s/ Mehgan Peetz, as Attorney in Fact for Jason R. Whitaker
Stock symbol: SHLS
Transactions as of: Mar 10, 2023
Transactions value $: $0
Form type: 4
Date filed: 3/13/2023, 05:07 PM
Previous filing: Mar 6, 2023
Next filing: Mar 16, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SHLS	Class B Common Stock	Conversion of derivative security		-816K	-100%		0	Mar 10, 2023	See footnote	F1, F2, F4
transaction	SHLS	Class A Common Stock	Conversion of derivative security		+816K			816K	Mar 10, 2023	See footnote	F1, F2, F3, F4
holding	SHLS	Class A Common Stock						447K	Mar 10, 2023	Direct

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	Conversion of derivative security		-816K	-100%		0	Mar 10, 2023	Class A Common Stock	816K		See footnote	F1, F2, F3, F4

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

Explanation of Responses:

Id	Content
F1	Pursuant to the Third Amended and Restated Limited Liability Company Agreement (as amended) of Shoals Parent LLC ("Parent"), common units of Parent are redeemable (together with an equal number of shares of the Issuer's Class B common stock which are forfeited for no consideration) for, at the Issuer's election (determined solely by a majority of the Issuer's directors who are disinterested), newly issued shares of the Issuer's 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.
F2	The reported common units (and shares of Class B common stock) were converted into an equal number of shares of Class A common stock by Shoals Management Holdings LLC ("Holdings") (the "Conversion"), and immediately distributed pro rata to its members for no consideration (the "Distribution"). Holdings is controlled by its sole manager, Parent. Mr. Whitaker is the Chief Executive Officer of Parent and serves on the board of directors of Parent. As such, Mr. Whitaker may be deemed to have beneficial ownership of equity securities held directly by Holdings.
F3	The reported securities, which represent the Reporting Person's pro rata portion of, and pecuniary interest in, the shares of Class A common stock received by Holdings in the Conversion, were received in the Distribution by JRW Strategic Holdings, LLC, for which the Reporting Person is the sole manager.
F4	The filing of this Form 4 shall not be construed as an admission that the Reporting Person is the beneficial owner of any or all of the reported securities for purposes of Section 16 or for any other purpose.