FLEX LTD. - 02 Jan 2024 Form 4 Insider Report for Nextracker Inc. (NXT)

Reporting relationship: 10%+ Owner
Issuer ticker: NXT
Reported as of: 02 Jan 2024
Net transaction value: $0
SEC form: 4
Accepted by SEC: 04 Jan 2024, 16:03:07 UTC
Prior SEC filing: 06 Jul 2023
Source filing: View source filing
Reporting owner signature: /s/ Paul R. Lundstrom, Chief Financial Officer of Flex Ltd.

Key filing fact

FLEX LTD. filed Form 4 for Nextracker Inc. (NXT) on 04 Jan 2024.

Key facts

This page summarizes FLEX LTD.'s Form 4 filing for Nextracker Inc. (NXT).
2 reported transactions and 2 derivative rows are listed below.
Accepted by SEC: 04 Jan 2024, 16:03.

Change

Previous filing in this sequence was filed on 06 Jul 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 derivative securities

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

NXT transaction Derivative

Class B Common Stock

Other

Transaction value: $0
Shares: -60,146,905
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 02 Jan 2024
Ownership: By Yuma, Inc.
Underlying class: Class A Common Stock
Underlying amount: 60,146,905
Exercise price
Footnotes: F1, F2, F3

NXT transaction Derivative

Class B Common Stock

Other

Transaction value: $0
Shares: -14,285,714
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 02 Jan 2024
Ownership: By Yuma Subsidiary, Inc.
Underlying class: Class A Common Stock
Underlying amount: 14,285,714
Exercise price
Footnotes: F1, F2, F4

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

FLEX LTD. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote F1

Each share of Class B Common Stock was 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 was 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 would be cancelled. The Paired Interests had no expiration date.

Footnote F2

Pursuant to the Agreement and Plan of Merger ("Merger Agreement"), entered into by the Reporting Person and the Issuer on February 7, 2023, on January 2, 2024, the Reporting Person distributed to its shareholders, on a pro rata basis and for no consideration, shares of Yuma, Inc. common stock (the "Spin-Off") and, immediately following the Spin-Off, Yuma, Inc. was merged with and into a subsidiary of the Issuer, with Yuma, Inc. surviving as a wholly-owned subsidiary of the Issuer (the "Merger"). As consideration in the Merger, the Yuma, Inc. shareholders (i.e., shareholders of the Reporting Person) received, on a pro rata basis, shares of the Issuer's Class A Common Stock (equal to the number of the Issuer's LLC Common Units held directly by Yuma, Inc. and Yuma Subsidiary, Inc. prior to the Merger). At the same time, all shares of the Issuer's Class B Common Stock held directly by Yuma, Inc. and Yuma Subsidiary, Inc. were retired.

Footnote F3

Prior to the Spin-Off, the sole shareholder of Yuma, Inc. was the Reporting Person.

Footnote F4

The sole shareholder of Yuma Subsidiary, Inc. is Yuma, Inc.