Steven B. Mandel - Feb 9, 2023 Form 3 Insider Report for Nextracker Inc. (NXT)

Role: Director
Signature: /s/ Gerald Neugebauer on behalf of Steven B. Mandel (3)
Stock symbol: NXT
Transactions as of: Feb 9, 2023
Transactions value $: $0
Form type: 3
Date filed: 2/9/2023, 05:14 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	NXT	No securities beneficially owned						0	Feb 9, 2023	Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	Steven B. Mandel is a TPG Rise Climate Business Unit Partner. TPG is affiliated with each of (i) The Rise Fund II BDH, L.P., (ii) TPG Rise Flash, L.P., (iii) TPG Rise Climate Flash CI BDH, L.P. and (iv) TPG Rise Climate BDH, L.P. (collectively, the "TPG Funds"), which in the aggregate hold (x) 15,279,190 shares of Class A common stock of Nextracker Inc. (the "Issuer") and (y) 9,746,903 common units ("Common Units") of Nextracker LLC and an equal number of shares of Class B common stock of the Issuer.
F2	Mr. Mandel disclaims beneficial ownership of all of the securities that are or may be beneficially owned by the TPG Funds or any of their affiliates. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that Mr. Mandel is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities of the Issuer for purposes of Section 16 of the Exchange Act or otherwise.

Content

Steven B. Mandel is a TPG Rise Climate Business Unit Partner. TPG is affiliated with each of (i) The Rise Fund II BDH, L.P., (ii) TPG Rise Flash, L.P., (iii) TPG Rise Climate Flash CI BDH, L.P. and (iv) TPG Rise Climate BDH, L.P. (collectively, the "TPG Funds"), which in the aggregate hold (x) 15,279,190 shares of Class A common stock of Nextracker Inc. (the "Issuer") and (y) 9,746,903 common units ("Common Units") of Nextracker LLC and an equal number of shares of Class B common stock of the Issuer.

Mr. Mandel disclaims beneficial ownership of all of the securities that are or may be beneficially owned by the TPG Funds or any of their affiliates. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that Mr. Mandel is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities of the Issuer for purposes of Section 16 of the Exchange Act or otherwise.

Remarks:

(3) Gerald Neugebauer is signing on behalf of Mr. Mandel pursuant to an authorization and designation letter dated January 25, 2023, which is attached hereto as an exhibit.