William J. Berger - Jul 29, 2023 Form 4 Insider Report for Sunnova Energy International Inc. (NOVA)

Signature
/s/ David Searle by Power of Attorney
Stock symbol
NOVA
Transactions as of
Jul 29, 2023
Transactions value $
-$841,991
Form type
4
Date filed
8/1/2023, 08:20 PM
Previous filing
Apr 3, 2023
Next filing
Mar 11, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NOVA Common Stock Options Exercise $0 +119K +40.59% $0.00 412K Jul 29, 2023 Direct F1
transaction NOVA Common Stock Sale -$842K -47.2K -11.43% $17.86 365K Aug 1, 2023 Direct F2, F3
holding NOVA Common Stock 24.1K Jul 29, 2023 See Footnote F4
holding NOVA Common Stock 7.47K Jul 29, 2023 See Footnote 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 NOVA Restricted Stock Units Options Exercise $0 -119K -25% $0.00 357K Jul 29, 2023 Common Stock 119K Direct F1, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of common stock ("Common Stock") of Sunnova Energy International Inc. (the "Company").
F2 The sale of such shares of Common Stock was authorized by the reporting person in order to meet tax withholding obligations in connection with the July 29, 2023 vesting of RSUs granted on July 29, 2019. The sale of the reporting person's shares of Common Stock constitutes a "sell-to-cover transaction" and is provided for in a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, and the sale does not represent a discretionary trade by the reporting person. A portion of the proceeds of the sale have been paid to the Company to the extent of the profit over the reporting person's purchases of Common Stock on March 28, 2023 and March 31, 2023.
F3 The price reported in Column 4 is a weighted average price. These shares of Common Stock were sold in multiple transactions at prices ranging from $17.49 to $18.19, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Common Stock sold at each separate price within the range set forth in this footnote.
F4 Such shares of Common Stock are held in the IRA of the reporting person's spouse.
F5 Such shares of Common Stock are held in the reporting person's IRA.
F6 The RSUs will vest in seven equal annual installments beginning on July 29, 2020. Common Stock will be delivered to the reporting person no later than 15 days after the RSUs vest.

Remarks:

Chairman of the Board, President, and Chief Executive Officer