Jason R. Whitaker - 10 Mar 2023 Form 4 Insider Report for Shoals Technologies Group, Inc. (SHLS)

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
13 Mar 2023, 17:07:59 UTC
Prior SEC filing
06 Mar 2023
Next SEC filing
16 Mar 2023
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Mehgan Peetz, as Attorney in Fact for Jason R. Whitaker

Key filing fact

Jason R. Whitaker filed Form 4 for Shoals Technologies Group, Inc. (SHLS) on 13 Mar 2023.

Key facts

  • This page summarizes Jason R. Whitaker's Form 4 filing for Shoals Technologies Group, Inc. (SHLS).
  • 3 reported transactions and 1 derivative row are listed below.
  • Accepted by SEC: 13 Mar 2023, 17:07.

Change

  • Previous filing in this sequence was filed on 06 Mar 2023.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

SHLS transaction

Class B Common Stock

Conversion of derivative security

Transaction value
Shares
-816,178
Change %
-100%
Price
Shares after
0
Date
10 Mar 2023
Ownership
See footnote
Footnotes
F1, F2, F4
SHLS transaction

Class A Common Stock

Conversion of derivative security

Transaction value
Shares
+816,178
Change %
Price
Shares after
816,178
Date
10 Mar 2023
Ownership
See footnote
Footnotes
F1, F2, F3, F4
SHLS holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
446,924
Date
10 Mar 2023
Ownership
Direct

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

SHLS transaction Derivative

Common Units

Conversion of derivative security

Transaction value
Shares
-816,178
Change %
-100%
Price
Shares after
0
Date
10 Mar 2023
Ownership
See footnote
Underlying class
Class A Common Stock
Underlying amount
816,178
Exercise price
Footnotes
F1, F2, F3, F4
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 4 footnotes

Footnote F1

Pursuant to the Third Amended and Restated Limited Liability Company Agreement (as amended) of Shoals Parent LLC ("Parent"), common units of Parent are redeemable (together with an equal number of shares of the Issuer's Class B common stock which are forfeited for no consideration) for, at the Issuer's election (determined solely by a majority of the Issuer's directors who are disinterested), newly issued shares of the Issuer's Class A common stock on a one-for-one basis or a cash payment equal to a volume-weighted average market price of one share of Class A common stock for each common unit so redeemed.

Footnote F2

The reported common units (and shares of Class B common stock) were converted into an equal number of shares of Class A common stock by Shoals Management Holdings LLC ("Holdings") (the "Conversion"), and immediately distributed pro rata to its members for no consideration (the "Distribution"). Holdings is controlled by its sole manager, Parent. Mr. Whitaker is the Chief Executive Officer of Parent and serves on the board of directors of Parent. As such, Mr. Whitaker may be deemed to have beneficial ownership of equity securities held directly by Holdings.

Footnote F3

The reported securities, which represent the Reporting Person's pro rata portion of, and pecuniary interest in, the shares of Class A common stock received by Holdings in the Conversion, were received in the Distribution by JRW Strategic Holdings, LLC, for which the Reporting Person is the sole manager.

Footnote F4

The filing of this Form 4 shall not be construed as an admission that the Reporting Person is the beneficial owner of any or all of the reported securities for purposes of Section 16 or for any other purpose.

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