Statement of Changes in Beneficial Ownership (4)
May 18 2020 - 4:19PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Newlight Partners LP |
2. Issuer Name and Ticker or Trading Symbol
Sunnova Energy International Inc.
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NOVA
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
390 PARK AVENUE, |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/14/2020 |
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(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| 9.75% Convertible Senior Notes (1) | $13.50 | 5/14/2020 | | A | | $30000000 | | 5/14/2020 | 4/28/2025 | Common Stock | 2222223 | $28500000 (2) | $30000000 | D (3)(4) | |
| Option (right to buy) 9.75% Convertible Senior Notes (1) | $13.50 | 5/14/2020 | | A | | $10000000 | | 5/14/2020 | 6/13/2020 | Common Stock | 740741 | $9500000 (2) | $10000000 | D (3)(4) | |
| Explanation of Responses: |
| (1) | Upon exercise of the Reporting Persons' conversion right under the 9.75% Convertible Senior Notes due 2025 ("Convertible Notes"), the Company, at its sole option, will have the right to deliver to the Reporting Persons either cash or common stock. As a result, the Reporting Persons disclaim beneficial ownership of the Convertible Notes and the option to purchase additional Convertible Notes (the "Option"), except to the extent of their pecuniary interests therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the Convertible Notes or the Option for any purpose. |
| (2) | The Convertible Notes were issued, and the Convertible Notes issuable upon exercise of the Option will be issued, with original issue discount of 5%. |
| (3) | $29,940,000 of the Convertible Notes and $9,980,000 of the Option are held directly by QSIP LP and $60,000 of the Convertible Notes and $20,000 of the Option are held directly by SCI Partners LP. Pursuant to an investment management agreement, QSIP LP and certain of its affiliates have delegated sole voting and dispositive power over the Convertible Notes and the Option to Newlight Partners LP (f/k/a Strategic Capital Investment Partners, LP). The general partner of Newlight Partners LP is Newlight GP LLC (f/k/a Strategic Investments Group GP LLC). The sole members of Newlight GP LLC are Ravi Yadav and David Wassong. |
| (4) | Mark Longstreth, an employee of Newlight Partners LP (f/k/a Strategic Capital Investment Partners, LP) or one of its affiliates, serves on the Board of Directors of the Company (the "Board"). Solely for the purpose of Section 16 of the Exchange Act of 1934 (the "Exchange Act"), the Reporting Persons may be deemed to be directors-by-deputization as a result of the service of Mr. Longstreth on the Board. For purposes of the exemption under Rule 16b-3 promulgated under the Exchange Act, the Board approved the acquisition of any direct or indirect pecuniary interests in any and all of the shares underlying the Convertible Notes by the Reporting Persons as a result of or in connection with the transaction reported in this Form 4. |
Remarks:
Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Newlight Partners LP
390 PARK AVENUE
NEW YORK, NY 10022 | X | X |
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Newlight GP LLC
C/O NEWLIGHT PARTNERS LP
390 PARK AVENUE
NEW YORK, NY 10022 |
| X |
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Yadav Ravi
C/O NEWLIGHT PARTNERS LP
390 PARK AVENUE
NEW YORK, NY 10022 |
| X |
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WASSONG DAVID
C/O NEWLIGHT PARTNERS LP
390 PARK AVENUE
NEW YORK, NY 10022 |
| X |
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Signatures
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| NEWLIGHT PARTNERS LP, By: Newlight GP LLC, its general partner, /s/ David Taylor Name: David Taylor, Title: Attorney-in-Fact | | 5/18/2020 |
| **Signature of Reporting Person | Date |
| NEWLIGHT GP LLC, /s/ David Taylor Name: David Taylor, Title: Attorney-in-Fact | | 5/18/2020 |
| **Signature of Reporting Person | Date |
| RAVI YADAV, /s/ David Taylor Name: David Taylor, Title: Attorney-in-Fact | | 5/18/2020 |
| **Signature of Reporting Person | Date |
| DAVID WASSONG, /s/ David Taylor Name: David Taylor, Title: Attorney-in-Fact | | 5/18/2020 |
| **Signature of Reporting Person | Date |
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