GIP III Sol Holdings, L.P. - May 1, 2024 Form 4 Insider Report for SUNPOWER CORP (SPWR)

Role: Director, 10%+ Owner
Signature: GIP III SOL HOLDINGS, L.P. By: Global Infrastructure GP III, L.P., its general partner Name: Jonathan Bram Title: Partner /s/ Jonathan Bram
Stock symbol: SPWR
Transactions as of: May 1, 2024
Transactions value $: -$10
Form type: 4
Date filed: 5/3/2024, 04:30 PM
Previous filing: Mar 7, 2024
Next filing: Jun 3, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SPWR	Common Stock	Options Exercise	$66.7K	+6.67M	+5.43%	$0.01^*	130M	May 1, 2024	See Footnote	F1, F2, F3
transaction	SPWR	Common Stock	Tax liability	-$66.8K	-31.8K	-0.02%	$2.10	130M	May 1, 2024	See Footnote	F1, F2, 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	SPWR	Warrant (right to buy)	Options Exercise	$0	-0.16	-100%	$0.00^*	0	May 1, 2024	Common Stock	6.67M	$0.01	See Footnote	F1, F2, F3

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

Explanation of Responses:

Id	Content
F1	The securities reported herein are held directly by Sol Holding, LLC ("HoldCo"). TotalEnergies Renewables USA, LLC owns a number of units of HoldCo equal to 50% of the outstanding units plus one unit, and GIP III Sol Acquisition, LLC, owns a number of units of HoldCo equal to 50% of the outstanding units minus one unit.
F2	The sole member of GIP III Sol Acquisition, LLC is GIP III Sol Holdings, L.P. The general partner of GIP III Sol Holdings, L.P. is Global Infrastructure GP III, L.P. The General Partner of Global Infrastructure GP III, L.P. is Global Infrastructure Investors III, LLC. As a result, each of the foregoing entities is a Reporting Person and may be deemed to beneficially own the securities reported herein; however, each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. Solely for purposes of Section 16 of the Exchange Act, each Reporting Person may be deemed a "director by deputization".
F3	On May 1, 2024, HoldCo partially exercised a warrant previously issued to it by SunPower Corp. ("Issuer") on February 14, 2024. The warrant is exercisable for shares of the Issuer's common stock, par value $0.001 per share (the "Common Stock"). As previously reported, on March 5, 2024, HoldCo exercised the portion of the warrant representing 35,077,905 of the 41,752,640 shares of Common Stock underlying the warrant. On May 1, 2024, HoldCo exercised the remaining 6,674,735 shares of Common Stock underlying the warrant.
F4	HoldCo paid the exercise price on a cashless basis pursuant to the terms of the warrant, resulting in the Issuer withholding 31,789 shares of Common Stock to pay the exercise price and issuing to HoldCo an aggregate of 6,642,946 shares of Common Stock.