Policies and Procedures for Related Party Transactions
Following the closing of this offering, the audit committee of our board of directors will have the primary responsibility for reviewing and approving or disapproving “related party transactions,” which are transactions between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000 and in which a related person has or will have a direct or indirect material interest. For purposes of this policy, a related person will be defined as a director, executive officer, nominee for director or greater than 5% beneficial owner of our common stock, in each case since the beginning of the most recently completed year, and their immediate family members. Our audit committee charter will provide that the audit committee shall review and approve or disapprove any related party transactions.
All of the transactions described above were entered into prior to the adoption of this policy. Accordingly, each was approved by disinterested members of our board of directors after making a determination that the transaction was executed on terms no less favorable than those that could have been obtained from an unrelated third party.
149
Table of Contents
PRINCIPAL STOCKHOLDERS
The following table provides information concerning beneficial ownership of our capital stock as of March 31, 2016, and as adjusted to reflect the sale of shares of common stock in this offering, by:
|
•
|
|
each stockholder, or group of affiliated stockholders, that owns more than 5% of our outstanding capital stock;
|
|
•
|
|
each of our named executive officers;
|
|
•
|
|
each of our directors; and
|
|
•
|
|
all of our directors and executive officers as a group.
|
The following table lists the number of shares and percentage of shares beneficially owned based on 25,531,263 shares of common stock outstanding as of March 31, 2016 and 32,781,263 shares of common stock outstanding upon the completion of this offering, which each include the conversion of all outstanding shares of preferred stock into an aggregate of 21,110,204 shares of common stock.
Beneficial ownership is determined in accordance with the rules of the SEC, and generally includes voting power and/or investment power with respect to the securities held. Shares of common stock subject to options or other awards that are currently exercisable or exercisable within 60 days of March 31, 2016 are deemed outstanding and beneficially owned by the person holding those options or other awards for purposes of computing the number of shares and percentage of shares beneficially owned by that person, but are not deemed outstanding for purposes of computing the percentage beneficially owned by any other person. Except as indicated in the footnotes to this table, and subject to applicable community property laws, the persons or entities named have sole voting and investment power with respect to all shares of our common stock shown as beneficially owned by them.
Unless otherwise indicated in the footnotes, the principal address of each of the stockholders below is c/o TPI Composites, Inc., 8501 North Scottsdale Road, Gainey Center II, Suite 100, Scottsdale, Arizona 85253.
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Shares Beneficially Owned
|
|
|
|
|
|
|
Percent
|
|
|
|
Number
|
|
|
Before
Offering
|
|
|
After
Offering
|
|
5% Stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
Landmark Partners (1)
|
|
|
5,383,908
|
|
|
|
20.9
|
%
|
|
|
16.4
|
%
|
NGP Energy Technology Partners, L.P. (2)
|
|
|
3,800,316
|
|
|
|
14.8
|
|
|
|
11.6
|
|
Angeleno Investors II, L.P. (3)
|
|
|
4,757,787
|
|
|
|
18.5
|
|
|
|
14.5
|
|
GE Ventures Limited
|
|
|
2,844,091
|
|
|
|
11.0
|
|
|
|
8.7
|
|
Element Partners (4)
|
|
|
8,263,366
|
|
|
|
32.2
|
|
|
|
25.1
|
|
|
|
|
|
Directors and Named Executive Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven C. Lockard (5)
|
|
|
268,167
|
|
|
|
1.0
|
|
|
|
|
*
|
Wayne G. Monie (6)
|
|
|
95,774
|
|
|
|
|
*
|
|
|
|
*
|
William E. Siwek
|
|
|
—
|
|
|
|
|
*
|
|
|
|
*
|
Stephen B. Bransfield (7)
|
|
|
6,331
|
|
|
|
|
*
|
|
|
|
*
|
Michael L. DeRosa (8)
|
|
|
8,263,366
|
|
|
|
32.2
|
|
|
|
25.1
|
|
Philip J. Deutch (9)
|
|
|
3,800,316
|
|
|
|
14.8
|
|
|
|
11.6
|
|
Paul G. Giovacchini (10)
|
|
|
5,383,908
|
|
|
|
20.9
|
|
|
|
16.4
|
|
Jack A. Henry (11)
|
|
|
6,331
|
|
|
|
|
*
|
|
|
|
*
|
James A. Hughes
|
|
|
—
|
|
|
|
|
*
|
|
|
|
*
|
Scott N. Humber (12)
|
|
|
5,383,908
|
|
|
|
20.9
|
|
|
|
16.4
|
|
Daniel G. Weiss (13)
|
|
|
4,757,787
|
|
|
|
18.5
|
|
|
|
14.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All current directors and executive officers as a group (14) (15 persons)
|
|
|
25,426,071
|
|
|
|
98.9
|
%
|
|
|
77.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
150
Table of Contents
(1)
|
Consists of 3,647,071 shares held by Landmark Growth Capital Partners, L.P. and 1,736,837 shares held by Landmark IAM Growth Capital, L.P. Paul G. Giovacchini serves as an advisor to Landmark Equity Advisors, LLC and Scott N. Humber is vice president of Landmark Equity Advisors, LLC. Both Messrs. Giovacchini and Humber may be deemed to share voting and investment power with respect to all shares held by Landmark Partners. The address for Landmark Partners is 10 Mill Pond Lane, Simsbury, Connecticut 06070.
|
(2)
|
Consists of 3,800,316 shares held by NGP Energy Technology Partners, L.P. NGP ETP, L.L.C. is the general partner of NGP Energy Technology Partners, L.P. Energy Technology Partners, L.L.C. is the manager of NGP ETP, L.L.C. Philip J. Deutch, who is one of our directors, is the manager of Energy Technology Partners, L.L.C. and may be deemed to share voting and investment power with respect to all shares held by NGP Energy Technology Partners, L.P. The address for NGP Energy Technology Partners, L.P. is 1700 K Street NW, Suite 750, Washington, District of Columbia 20006.
|
(3)
|
Consists of 4,757,787 shares held by Angeleno Investors II, L.P. Daniel G. Weiss, who is one of our directors, is a co-founder and managing partner of Angeleno Group and may be deemed to share voting and investment power with respect to all shares held by Angeleno Investors II, L.P. All 4,757,787 shares are subject to shared voting and disposal power. The address for Angeleno Investors II, L.P. is 2029 Century Park East, Suite 2980, Los Angeles, California 90067.
|
(4)
|
Consists of 8,139,422 shares held by Element Partners II, L.P. and 123,944 shares held by Element Partners II Intrafund, L.P. Michael L. DeRosa is a managing director of Element Partners and may be deemed to share voting and investment power with respect to all shares held by Element Partners. The address for Element Partners is Three Radnor Corp. Ctr., Suite 410, Radnor, Pennsylvania 19087.
|
(5)
|
Consists of 268,167 shares of common stock.
|
(6)
|
Consists of 95,774 shares of common stock.
|
(7)
|
Consists of options to purchase 6,331 shares of common stock, all of which are fully vested and exercisable as of March 31, 2016.
|
(8)
|
Consists of 8,139,422 shares held by Element Partners II, L.P. and 123,944 shares held by Element Partners II Intrafund, L.P. Michael L. DeRosa is a managing director of Element Partners and may be deemed to share voting and investment power with respect to all shares held by Element Partners. The address for Element Partners is Three Radnor Corp. Ctr., Suite 410, Radnor, Pennsylvania 19087.
|
(9)
|
Consists of 3,800,316 shares held by NGP Energy Technology Partners, L.P. NGP ETP, L.L.C. is the general partner of NGP Energy Technology Partners, L.P. Energy Technology Partners, L.L.C. is the manager of NGP ETP, L.L.C. Philip J. Deutch, who is one of our directors, is the manager of Energy Technology Partners, L.L.C. and may be deemed to share voting and investment power with respect to all shares held by NGP Energy Technology Partners, L.P. The address for NGP Energy Technology Partners, L.P. is 1700 K Street NW, Suite 750, Washington, District of Columbia 20006.
|
(10)
|
Consists of 3,647,071 shares held by Landmark Growth Capital Partners, L.P. and 1,736,837 shares held by Landmark IAM Growth Capital, L.P. Paul G. Giovacchini serves as an advisor to Landmark Equity Advisors, LLC and may be deemed to share voting and investment power with respect to all shares held by Landmark Partners. The address for Landmark Partners is 10 Mill Pond Lane, Simsbury, Connecticut 06070.
|
(11)
|
Consists of options to purchase 6,331 shares of common stock, all of which are fully vested and exercisable as of March 31, 2016.
|
151
Table of Contents
(12)
|
Consists of 3,647,071 shares held by Landmark Growth Capital Partners, L.P. and 1,736,837 shares held by Landmark IAM Growth Capital, L.P. Scott N. Humber is vice president of Landmark Equity Advisors, LLC and may be deemed to share voting and investment power with respect to all shares held by Landmark Partners. The address for Landmark Partners is 10 Mill Pond Lane, Simsbury, Connecticut 06070.
|
(13)
|
Consists of 4,757,787 shares held by Angeleno Investors II, L.P. Daniel G. Weiss is a co-founder and managing partner of Angeleno Group and may be deemed to share voting and investment power with respect to all shares held by Angeleno Investors II, L.P. All 4,757,787 shares are subject to shared voting and disposal power. The address for Angeleno Investors II, L.P. is 2029 Century Park East, Suite 2980, Los Angeles, California 90067.
|
(14)
|
Consists of (i) 25,413,409 shares of common stock held by our current directors and executive officers and (ii) 12,662 shares issuable pursuant to outstanding stock options which are exercisable within 60 days of March 31, 2016.
|
152
Table of Contents
DESCRIPTION OF CAPITAL STOCK
Dostları ilə paylaş: |
