Flex Ltd. - Feb 9, 2023 Form 3 Insider Report for Nextracker Inc. (NXT)

Role
10%+ Owner
Signature
/s/ Paul R. Lundstrom, Chief Financial Officer of Flex Ltd.
Stock symbol
NXT
Transactions as of
Feb 9, 2023
Transactions value $
$0
Form type
3
Date filed
2/13/2023, 06:36 PM
Next filing
Feb 15, 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
holding NXT Class B Common Stock Feb 9, 2023 Class A Common Stock 105M By Yuma, Inc. F1, F2
holding NXT Class B Common Stock Feb 9, 2023 Class A Common Stock 14.3M By Yuma Subsidiary, Inc. F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of Class B Common Stock is paired with one common unit of Nextracker LLC ("LLC Common Unit" and, together with the paired Class B Common Stock, the "Paired Interest"). Pursuant to the Exchange Agreement by and among the Issuer, Nextracker LLC and the holders of LLC Common Units, each Paired Interest is exchangeable into one share of Class A common stock (or, at the Issuer's election, cash based on the exchange rate in the Exchange Agreement and the value of the Class A common stock at the time of the exchange), subject to the terms of the Exchange Agreement. Upon an exchange of Paired Interests for Class A common stock, the corresponding Class B common stock will be cancelled. The Paired Interests have no expiration date.
F2 The sole shareholder of Yuma, Inc. is Flextronics International USA, Inc., an indirect, wholly-owned subsidiary of the Reporting Person.
F3 The sole shareholder of Yuma Subsidiary, Inc. is Yuma, Inc., an indirect, wholly-owned subsidiary of the Reporting Person.