Andrew Moir - Jul 19, 2022 Form 4 Insider Report for TPI COMPOSITES, INC (TPIC)

Role
Director
Signature
/s/ Steven G. Fishbach, Attorney-in-Fact
Stock symbol
TPIC
Transactions as of
Jul 19, 2022
Transactions value $
$100,571
Form type
4
Date filed
7/21/2022, 08:25 PM
Previous filing
Jun 27, 2022
Next filing
May 26, 2023

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 TPIC Restricted Stock Units Award $0 +9.36K $0.00 9.36K Jul 19, 2022 Common Stock 9.36K Direct F1, F2, F3
transaction TPIC Stock Options (Right to buy) Award $101K +9.04K $11.13 9.04K Jul 19, 2022 Common Stock 9.04K $11.13 Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each restricted stock unit ("RSU") represents a contingent right to receive one share of the common stock. All unvested RSUs will automatically expire upon Reporting Person's termination of service from Issuer.
F2 The RSUs shall vest on the earlier of (i) the one-year anniversary of the grant date or (ii) the next annual meeting of stockholders of the Issuer, subject to the Reporting Person's continued service as a director pursuant to the Issuer's Second Amended and Restated Non-Employee Director Compensation Policy.
F3 The Reporting Person is contractually obligated to turn over any proceeds from the sale of these shares to one or more entities affiliated with Oaktree Capital Management's Power Opportunities Investment Strategy. The Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any.
F4 Vesting is over a four year period with 25% of the shares subject to the Option vesting on each anniversary of the Grant Date, subject to the Awardee's continued service as a director of the Board through each applicable vesting date. This award was granted on the date of the Reporting Person's appointment to the Issuer's Board of Directors pursuant to the Issuer's Second Amended and Restated Non-Employee Director Compensation Policy.

Remarks:

The reporting person is a Senior Vice President of Oaktree Capital Management's Power Opportunities Investment Strategy ("Oaktree"), a registered investment adviser under the Investment Advisers Act of 1940, as amended. The shares reported herein do not include warrants exercisable for common stock of the Issuer beneficially owned by Opps TPIC Holdings, LLC ("Opps"), Oaktree Power Opportunities Fund V (Delaware) Holdings, L.P. ("Power V") and Oaktree Phoenix Investment Fund, L.P. ("Phoenix"), affiliates of Oaktree. The reporting person hereby disclaims beneficial ownership of any such shares beneficially owned by Opps, Power V and Phoenix, except to the extent of any pecuniary interest therein. No securities are beneficially owned.